EX-10.11




 Exhibit 10.11 

Executive Form 

RESTRICTED STOCK AGREEMENT 

This Restricted Stock Agreement (this “Agreement”) is made as of
                    ,              (the “Date of Grant”), between
Nine Energy Service, Inc., a Delaware corporation (the “Company”), and                     
(the “Employee”). 
 1.    Award. Pursuant to the Amended and Restated Nine
Energy Service, Inc. 2011 Stock Incentive Plan (the “Plan”), effective as of the Date of Grant,                  shares (the
“Restricted Shares”) of Common Stock shall be issued as hereinafter provided in the Employee’s name subject to certain restrictions thereon and the terms and conditions set forth herein and in the Plan. The Employee
acknowledges receipt of a copy of the Plan, and agrees that this award of the Restricted Shares shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof. In the event
of any conflict between the terms of this Agreement and the Plan, this Agreement shall control. 

2.    Definitions. Capitalized terms used in this Agreement that are not defined below or in the body of
this Agreement shall have the meanings assigned to such terms in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below: 

(a)    “Earned Shares” means the Restricted Shares following the lapse of the
Forfeiture Restrictions with respect to such Restricted Shares pursuant to the terms and conditions of this Agreement and without the prior forfeiture of such Restricted Shares. 

(b)    “Securities Act” means the Securities Act of 1933, as amended. 

3.    Restricted Shares. The Employee hereby accepts the Restricted Shares when issued on the terms and
conditions set forth herein and in the Plan and agrees with respect thereto as follows: 

(a)    Forfeiture Restrictions. The Restricted Shares may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred, encumbered, alienated or disposed of as provided herein or in the Plan, and, in the event of the termination of the Employee’s employment with the Company for any reason whatsoever or for no
reason, the Employee shall, for no consideration, forfeit and surrender to the Company all of the Restricted Shares with respect to which the Forfeiture Restrictions (as defined below) have not lapsed in accordance with Section 3(b) as of the
date of such termination. The prohibition against transfer and the obligation to forfeit and surrender the Restricted Shares to the Company upon termination of employment as provided in the immediately preceding sentence are herein referred to as
the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Restricted Shares. 

(b)    Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse and the
Restricted Shares will become transferable and nonforfeitable on the third anniversary of the Date of Grant so long as the Employee remains continuously employed by the Company from the Date of Grant through such date. If the Employee’s









 
employment with the Company is terminated, then, regardless of the reason for such termination, the Restricted Shares with respect to which the Forfeiture Restrictions have not lapsed as of the
date of termination in accordance with the preceding provisions of this Section 3(b) shall be forfeited and surrendered to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company.

 (c)    Certificates. A certificate evidencing the Restricted Shares shall be issued by
the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including voting rights and the right to receive dividends and other
distributions; provided, however, that dividends and other distributions shall be subject to the Forfeiture Restrictions as described in Section 3(h) below. Notwithstanding the foregoing, the Company may, in its discretion, elect to
complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Restricted Shares
until the Forfeiture Restrictions have expired, and the Employee’s breach of the terms of this Agreement shall result in a forfeiture of the Restricted Shares without consideration. The certificate, if any, evidencing the Restricted Shares
shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions
lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions
without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws, the Stockholders Agreement or any other agreement to which the Employee
is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent in the case of the Company’s use of the
electronic, book-entry method. 
 (d)    Corporate Acts. The existence of the Restricted
Shares shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any
merger, consolidation or other business combination of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business
or any other corporate act or proceeding. The prohibitions of Section 3(a) hereof shall not apply to the transfer of the Restricted Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received
in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapse of such Forfeiture Restrictions applicable to the original Restricted Shares for all purposes of this Agreement, and the certificates,
if any, representing such stock, securities or other property shall be legended to reflect such restrictions. 

  
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 (e)    Stockholders Agreement. The Restricted
Shares shall be subject to the terms of the Stockholders Agreement, both before and after the Forfeiture Restrictions lapse with respect to such shares. The Employee agrees that the Employee and the Employee’s spouse, if any, will, upon request
of the Company, execute and deliver to the Company such documents and instruments as the Company, in its discretion, may require to evidence such persons’ agreement to be bound by the terms of the Stockholders Agreement. 

(f)    Accredited Status. If the Company and any of its stockholders or their representatives
enter into any negotiation or transaction (whether before or after the lapse of the Forfeiture Restrictions with respect to any of the Restricted Shares) for which Rule 506 under the Securities Act (or any similar rule then in effect) may be
available with respect to such negotiation or transaction (including a merger, consolidation or other business combination or reorganization), and if the Employee is not then an accredited investor (as defined in Rule 501 under the Securities Act
(but without regard to Rule 501(a)(iv)), the Employee agrees that the Employee and the Employee’s spouse, if any, will, at the request and election of the Company either: (i) appoint a purchaser representative (as such term is defined in
Rule 501 under the Securities Act) reasonably acceptable to the Company or (ii) agree to accept cash in lieu of any securities that the Employee would otherwise receive in an amount equal to the fair market value of such securities as
determined by the unanimous resolution of all of the members of the Board. The determination of fair market value by the Board shall be final and binding on all parties. 

(g)    Lock-up Provision. The Employee hereby agrees
that in the event of any underwritten public offering of Common Stock, including an initial public offering of Common Stock, pursuant to an effective registration statement filed under the Securities Act (whether before or after the lapse of the
Forfeiture Restrictions with respect to any of the Restricted Shares), the Employee shall not effect any public sale or distribution of Common Stock or of any securities convertible into or exchangeable or exercisable for Common Stock or hedging
transactions relating to Common Stock, including a sale pursuant to Rule 144 under the Securities Act, during the period beginning 14 days prior to the expected date of “pricing” of such public offering and continuing for a period not to
exceed 180 days after the date of the final prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration statement) as may be established by the underwriter(s) for such public offering (the “Lock-Up Period”); provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or
material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended through
the 18th day after the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the managing underwriter(s) of such underwritten
public offering waive, in writing, such extension. If and to the extent requested by the managing underwriter(s), the Employee agrees to execute an agreement to the foregoing effect with the underwriter(s) for such public offering on such terms as
the managing underwriter(s) shall reasonably request (with such modification as reasonably requested 

  
 3 









 
by such managing underwriter(s) to take into consideration then existing rules of an applicable securities exchange regarding research analyst publications). The limitations contained in this
Section 3(g) shall not apply to any shares registered in such public offering under the Securities Act. 

(h)    Dividends and Other Distributions. Dividends and other distributions that are paid or
distributed with respect to a Restricted Share (whether in the form of shares of Common Stock or other property (including cash)) (referred to herein as “Distributions”) shall be subject to the transfer restrictions and the
risk of forfeiture applicable to the related Restricted Share and shall be held by the Company or other depository as may be designated by the Committee as a depository for safekeeping. If the Restricted Share to which such Distributions relate is
forfeited to the Company, then such Distributions shall be forfeited to the Company at the same time such Restricted Share is so forfeited. If the Restricted Share to which such Distributions relate becomes vested, then such Distributions shall be
paid and distributed to the Employee as soon as administratively feasible after such Restricted Share becomes vested (but in no event later than March 15 of the calendar year following the calendar year in which such vesting occurs).
Distributions paid or distributed in the form of securities with respect to Restricted Shares shall bear such legends, if any, as may be determined by the Committee to reflect the terms and conditions of this Agreement and to comply with applicable
securities laws. 
 4.    Withholding of Tax. To the extent that the receipt of the Restricted Shares or
Distributions or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal, state, local or foreign tax purposes, the Employee shall deliver to the Company or to any Affiliate nominated by the
Company at the time of such receipt or lapse, as the case may be, such amount of money or, if permitted by the Committee in its sole discretion, shares of Common Stock as the Company or any Affiliate nominated by the Company may require to meet its
obligation under applicable tax or social security laws or regulations, and if the Employee fails to do so, the Company and its Affiliates are authorized to withhold, or cause to be withheld, from any cash or stock remuneration (including
withholding any of the Restricted Shares or Earned Shares distributable to the Employee under this Agreement) then or thereafter payable to the Employee an amount equal to any tax or social security required to be withheld by reason of such
resulting compensation income or wages, and to take such other action as may be necessary in the opinion of the Company to satisfy such withholding obligation. If Common Stock is used to pay all or part of such withholding tax obligation, the Fair
Market Value of the Common Shares surrendered, withheld or reduced shall be determined as of the date of surrender, withholding or reduction and the maximum number of shares of Common Stock which may be withheld, surrendered or reduced shall be the
number of shares of Common Stock which have a Fair Market Value on the date of surrender, withholding, or reduction equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign
and/or local tax purposes, including payroll taxes, that may be utilized (and which may be limited to flat rate withholding) without creating adverse accounting, tax or other consequences to the Company or any of its Affiliates, as determined by the
Committee in its sole discretion. The Employee acknowledges and agrees that none of the Board, the Committee, the Company or any of its Affiliates have made any representation or warranty as to the tax consequences to the Employee as a result of the
receipt of the Restricted Shares or Distributions, 

  
 4 









 
the lapse of any Forfeiture Restrictions or the forfeiture of any of the Restricted Shares pursuant to this Agreement. The Employee represents that the Employee 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, attorneys, accountants, consultants, bankers, lenders, prospective lenders and
financial representatives) for tax advice or an assessment of such tax consequences. The Employee represents that the Employee has consulted with any tax consultants that the Employee deems advisable in connection with the issuance of the Restricted
Shares. 
 5.    Status of Common Stock. The Employee understands that at the time of the execution of
this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. 

The Employee agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment
without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the
Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Employee to the Company of a written opinion of legal counsel satisfactory to the Company, addressed to the Company and satisfactory in
form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Employee also agrees that the Restricted
Shares and Earned Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. 

In addition, the Employee agrees that (i) the certificates, if any, representing the Restricted Shares and Earned Shares may bear such
legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with the terms and provisions of this Agreement, the Plan, the Stockholders Agreement and applicable securities laws,
(ii) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or the
Stockholders Agreement or of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares. 

6.    Employment Relationship. For purposes of this Agreement, the Employee shall be considered to be in the
employment of the Company as long as the Employee remains an employee of any of the Company, an Affiliate, or a corporation or other entity, or a parent or subsidiary of such corporation or other entity assuming or substituting a new restricted
stock award for the Restricted Shares. Without limiting the scope of the preceding sentence, it is specifically provided that the Employee shall be considered to have terminated employment with the Company at the time such entity or other
organization that employs the Employee ceases to be considered an Affiliate within the meaning of that term as provided in the Plan such that, immediately following the termination of such “Affiliate” status, the Employee is no longer
employed by the Company or any of its Affiliates. Nothing in the adoption of the Plan, nor the 

  
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award of the Restricted Shares thereunder pursuant to this Agreement, shall confer upon the Employee the right to continued employment by the Company or any such Affiliate, or any other entity,
or affect in any way the right of the Employee or the Company or any such Affiliate, or any other entity to terminate the Employee’s employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, the
Employee’s employment by the Company or any such Affiliate or other entity shall be on an at-will basis, and the employment relationship may be terminated at any time by either the Employee or the Company
or any such Affiliate or other entity for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of the Employee’s employment with the Company or any such Affiliate or other
entity, and the cause of such termination, shall be determined by the Committee, and its determination shall be final and binding on all parties. 

7.    Confidentiality, Competition and Non-Solicitation. The
Employee expressly acknowledges and agrees that the Restricted Shares granted hereunder link the Employee’s interests to the Company’s long-term business interests and, in accepting the Restricted Shares granted herein, the Employee
expressly agrees to be bound by the confidentiality, non-competition and non-solicitation covenants set forth in Exhibit A attached hereto, and the Employee
expressly acknowledges and affirms that the Restricted Shares would not be granted to the Employee if the Employee had not agreed to be bound by such covenants. 

8.    Headings; References; Interpretation. All Section headings in this Agreement are for convenience only
and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall
refer to this Agreement as a whole, including Exhibit A attached hereto, and not to any particular provision of this Agreement. All references herein to Sections and Exhibit A shall, unless the context requires a different
construction, be deemed to be references to the Sections of this Agreement and Exhibit A attached hereto. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” Any and all Exhibits
referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes. All references to “including” shall be construed as meaning “including without limitation.” Unless the context
requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent
permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. Whenever the context may require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any
rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and
intentions of the parties hereto. 
 9.    Notices. Any notices or other communications provided for in
this Agreement shall be in writing. In the case of the Employee, such notices or communications shall be effectively delivered if hand delivered to the Employee at the Employee’s principal place of


  
 6 









 
employment or if sent by certified mail, return receipt requested, to the Employee at the Employee’s last known address on file with the Company. In the case of the Company, such notices or
communications shall be effectively delivered if sent by certified mail, return receipt requested, to the Company at its principal executive offices. 

10.    Binding Effect; Survival. This Agreement shall be binding upon and inure to the benefit of any
successors to the Company and all persons lawfully claiming under the Employee. The provisions of Sections 3(e), 3(f), 3(g) and 5 shall survive the lapse of the Forfeiture Restrictions without forfeiture. 

11.    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 Restricted Shares granted hereby; provided ̧ however, that: (i) the
terms of this Agreement shall not modify (and shall be subject to the terms and conditions of) any employment or severance agreement between the Company (or an Affiliate or other entity) and the Employee in effect as of the date a determination is
to be made under this Agreement; (ii) the terms of Exhibit A are in addition to and complement (and do not replace or supersede) all other agreements and obligations between the Company (or an Affiliate) and the Employee with respect to
confidentiality, non-disclosure, non-competition or non-solicitation; and (iii) if the Employee has entered into any written
agreement with the Company, Nine Energy Service, LLC or any other Affiliate regarding the arbitration of disputes (such agreement, an “Arbitration Agreement”), then this Agreement shall be subject to the dispute resolution
procedures set forth in the Arbitration 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 Employee shall be effective only if it is in writing and signed by both the Employee and an authorized officer of the Company. 

12.    Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without regard to conflicts of law principles thereof. 
 [SIGNATURES ON
THE FOLLOWING PAGE.] 

  
 7 









 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an
officer thereunto duly authorized, and the Employee has executed this Agreement, all as of the date first above written. 
  

			
	NINE ENERGY SERVICE, INC.
		
	By:	 	  

		 	Ann G. Fox
		 	President and Chief Executive Officer
	
	EMPLOYEE
	
	  



 SPOUSAL CONSENT 

The Employee’s spouse, if any, is fully aware of, understands and fully consents and agrees to the provisions of this Agreement and its
binding effect upon any marital or community property interests he/she may now or hereafter own, and agrees that the termination of his/her and the Employee’s marital relationship for any reason shall not have the effect of removing any of the
Restricted Shares or Earned Shares otherwise subject to this Agreement from coverage hereunder and that his/her awareness, understanding, consent and agreement are evidenced by his/her signature below. 

 

	
	  

	Signature of Spouse
	
	  

	Printed Name of Spouse



  
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 EXHIBIT A 

CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION
COVENANTS 
 1.    Definitions. As used in this Exhibit A, the following terms shall have the
meanings set forth in this Section 1. Capitalized terms used herein and not defined in this Section 1 shall have the meanings set forth in the Restricted Stock Agreement to which this Exhibit A is attached (the
“Restricted Stock Agreement”). 
 (a)    “Business” means: (i) for
the period of time in which the Employee is employed by any member of the Company Group, the provision and sale of the products and services provided by the Company Group during such period and other products and services that are functionally
equivalent to the foregoing; and (ii) for the period of time within the Prohibited Period in which the Employee is not employed by any member of the Company Group, the provision and sale of the products and services that were provided by the
Company Group during the 12-month period prior to the date on which the Employee ceased to be employed by any member of the Company Group and other products and services that are functionally equivalent to the
foregoing. The Business includes for purposes of both clauses (i) and (ii): (A) the provision of equipment and services used in the completion of wells for the production of oil and natural gas (including cementing, wireline and coiled tubing
services), and (B) the provision of production enhancement and well workover services and the sale or rental of equipment relating thereto in connection with the production of oil and natural gas. 

(b)    “Company Group” means, collectively, the Company and each of its direct and indirect
subsidiaries and other Affiliates: (i) that employs or engages the Employee; or (ii) about which the Employee obtains Confidential Information. 

(c)    “Competing Business” means any business, individual, partnership, firm, corporation or
other entity (other than any member of the Company Group) that engages in, or is preparing to engage in, the Business in the Restricted Area. 

(d)    “Confidential Information” means any and all confidential or proprietary information and
materials, as well as all trade secrets, belonging to the Company or any other member of the Company Group. Confidential Information includes, regardless of whether such information or materials are expressly identified or marked as confidential or
proprietary, and whether or not patentable: (i) technical information and materials of the Company or another member of the Company Group; (ii) business information and materials of any member of the Company Group (including all such
information relating to corporate opportunities, strategies, business plans, product specifications, compositions, manufacturing and distribution methods and processes, research, financial and sales data, pricing terms, evaluations, opinions,
interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or production, marketing and
merchandising techniques, prospective names and marks); (iii) any information or material that gives any member of the Company Group an advantage with respect to its competitors by virtue of not being known by those competitors; and (iv) other
valuable, confidential information and materials or trade secrets of the Company or 

  
 Exhibit A-1 









 
any other member of the Company Group. Notwithstanding the foregoing, Confidential Information shall not include information that (A) is already properly in the public domain or enters the
public domain with the express consent of the Company or another member of the Company Group, or (B) is intentionally made available by the Company or another member of the Company Group to third parties without any expectation of
confidentiality. 
 (e)    “Governmental Authorities” means any governmental or regulatory
agency, entity, or official(s). 
 (f)    “Prohibited Period” means the definition of
“Prohibited Period” (or a similar term) used in the Employee’s employment agreement, or, if the Employee does not have an employment agreement that defines “Prohibited Period” (or a similar term), then Prohibited Period
means the period during which the Employee is employed by any member of the Company Group and a period of 12 months following the date that the Employee is no longer employed by any member of the Company Group. 

(g)    “Restricted Area” means the geographic areas set forth on Appendix A hereto and any
other geographic area within a 100-mile radius of any other location where any member of the Company Group conducts or has material plans to conduct the Business and the Employee has direct or indirect
responsibilities for, or Confidential Information about, such Business. 
 2.    Protection of Confidential
Information. 
 (a)    In the course of the Employee’s employment or engagement with the Company or
the other members of the Company Group, the Employee will be provided with, and will have access to, Confidential Information. The Employee acknowledges that Confidential Information has been and will be developed or acquired by the Company or other
members of the Company Group through the expenditure of substantial time, effort and money and provides the Company or other members of the Company Group with an advantage over competitors who do not know or use such Confidential Information. 

(b)    The Employee agrees to preserve and protect the confidentiality of all Confidential Information. The Employee
promises that the Employee will not, at any time during or after the period that the Employee is employed or engaged by any member of the Company Group, make any unauthorized disclosure of, Confidential Information, or make any use thereof, except,
in each case, in the carrying out of the Employee’s responsibilities to a member of the Company Group. 

(c)    Notwithstanding the foregoing, the Employee shall have no obligation hereunder to keep confidential any
Confidential Information if and to the extent disclosure thereof is specifically required by law. Further, nothing in this Exhibit A shall prohibit or restrict the Employee from lawfully (i) initiating communications directly with,
cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any Governmental Authorities regarding a possible violation of any law; (ii) responding to any inquiry or legal
process directed to the Employee individually from any such Governmental Authorities; (iii) testifying, participating or otherwise assisting in an action 

  
 Exhibit A-2 









 
or proceeding by any such Governmental Authorities relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions of any
applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is
made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made to
the Employee’s attorney in relation to a lawsuit for retaliation against the Employee for reporting a suspected violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal. Nothing in this Agreement require the Employee to obtain prior authorization from any member of the Company Group before engaging in any conduct described in this Section 2, or to notify any member of the Company Group that the
Employee has engaged in any such conduct. 
 3.    Non-Competition And Non-Solicitation. The Employee and the Company agree to the provisions of this Section 3 as a condition of, and as an express incentive for the Company to enter into, the Restricted Stock Agreement and
to issue the Restricted Shares thereunder. The Employee expressly acknowledges and agrees that the issuance of the Restricted Shares creates an additional incentive for the Employee to increase the value of the Company’s interests that are
worthy of protection through the non-competition and non-solicitation provisions of this Section 3. The Employee further acknowledges that the issuance of the
Restricted Shares further aligns the Employee’s interests with the Company’s and the other Company Group members’ long-term business interests, and that the restrictions set forth in this Section 3 are reasonably related to the
Company’s and the other Company Group members’ interest in protecting its goodwill. In addition, the Employee acknowledges that the restrictions that the Employee agrees to herein are necessary to protect the Company’s and the other
Company Group members’ additional legitimate business interests, including the protection of the Confidential Information. The Employee and the Company agree that the non-competition and non-solicitation provisions of this Section 3 are a material inducement for the Company to issue the Restricted Shares and for the Employee to receive, and to be provided access to, Confidential Information in
the course of the Employee’s employment. 
 (a)    The Employee expressly covenants and agrees that, during the
Prohibited Period, the Employee will not, directly or indirectly: 
 (i)    Carry on or engage in any business that is
competitive with, or similar to, that of any member of the Company Group in the Restricted Area. Accordingly, the Employee covenants and agrees that the Employee will not, directly or indirectly, own, manage, operate, join, become an employee of,
partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or otherwise be affiliated with any business, individual, partnership, firm, corporation or other entity which constitutes a Competing
Business in the Restricted Area, as the Employee expressly agrees that each of the foregoing activities would represent carrying on or engaging in a business similar to (or the same as) a member of the Company Group, as prohibited by this Section
3(a)(i); provided, however, that this Section 3(a)(i) will not prevent the Employee from being affiliated with a diversified entity that is a Competing Business, so long as: (A) the Employee’s responsibilities for and with respect
to such entity do not directly or indirectly involve the Business; and (B) the Employee does not violate any of the terms of Section 2 above in the course of such affiliation; 

  
 Exhibit A-3 









 (ii)    Solicit, canvass, approach, encourage, entice or induce: (A)
any employee of, or individual acting as a consultant to, any member of the Company Group to terminate his or her employment or engagement with any member of the Company Group; or (B) any customer or supplier of any member of the Company Group
to cease or lessen such customer’s or supplier’s business with the Company Group. 
 (iii)    Notwithstanding
the foregoing, during the portion of the Prohibited Period that follows the date on which the Employee is no longer employed by any member of the Company Group, the above-referenced limitations in Sections 3(a)(i) and 3(a)(ii)(B) shall not
apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, the Employee agrees that, during such period, the restrictions on the Employee’s activities within those portions of the Restricted Area located
within the State of Oklahoma (in addition to those restrictions set forth in Section 3(a)(ii)(A) and Section 2 above) shall be as follows: during the Prohibited Period, the Employee will not directly or indirectly solicit the sale of
goods, services, or a combination of goods and services from the established customers of the Company or any other member of the Company Group. 

(b)    Notwithstanding the restrictions contained in Section 3(a)(i), the Employee may own an aggregate of not more than
5% of the outstanding stock or other equity security of any class of any publicly traded entity that is a Competing Business, if such stock or other equity security is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 3(a)(i), provided that neither the Employee nor any
of the Employee’s affiliates have the power, directly or indirectly, to control or direct the management or affairs of any such publicly traded entity and they are not otherwise involved in the management of such publicly traded entity. 

(c)    The Employee and the Company agree and acknowledge that the limitations as to time, geographical area and scope of
activity to be restrained as set forth above are reasonable in all respects and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company Group. The Employee represents that the Employee has
read and understands, and agrees to be bound by, the terms of this Exhibit A. The Employee understands that the foregoing restrictions may limit the Employee’s ability to engage in certain businesses anywhere in the Restricted Area
during the Prohibited Period, but acknowledges that the Employee will receive sufficient consideration to justify such restriction and that the Employee’s skills are such that the Employee can be gainfully employed in non-competitive employment, and that the agreement not to compete will not prevent the Employee from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court or arbitrator of
competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by the court or arbitrator making such determination so as
to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and the Employee intend to make this Exhibit A enforceable under the law or laws
of all applicable jurisdictions so that the entire agreement not to compete and this Exhibit A as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal. 

  
 Exhibit A-4 









 4.    Right to Injunction. The Employee acknowledges that the
Employee’s violation or threatened or attempted violation of the covenants contained in this Exhibit A will cause irreparable harm to the Company Group and that money damages would not be a sufficient remedy for any breach of these
covenants. The Employee agrees that the Company and the other members of the Company Group shall be entitled as a matter of right to seek specific performance of the covenants in this Exhibit A, including entry of an ex parte temporary
restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Exhibit A, or both, or other appropriate judicial remedy, writ or order, in any court of competent jurisdiction,
restraining any violation or further violation of such agreements by the Employee or others acting on the Employee’s behalf, without any showing of irreparable harm and without any showing that the Company does not have an adequate remedy at
law. Such remedies shall be in addition to all other remedies available to the Company and the other members of the Company Group, at law and equity. 

5.    Miscellaneous. 

(a)    Severability. If any term, provision, covenant or condition of this Exhibit A (or any part thereof) is
held by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, the validity and enforceability of the remainder of this Exhibit A (and parts thereof) shall not in any way be affected, impaired or invalidated. 

(b)    Survival. The Employee’s obligations under this Exhibit A shall survive the date that the
Employee is no longer employed or engaged by any member of the Company Group, regardless of the reason that such relationship ends. 

(c)    Restricted Stock Agreement. This Exhibit A shall be subject to the provisions of Sections 6, 8, 9,
10, 11 and 12 of the Restricted Stock Agreement, which provisions are hereby incorporated by reference as a part of this Exhibit A.  

(d)    Third Party Beneficiaries. Each member of the Company Group that is not a signatory hereto shall be a third
party beneficiary of the Employee’s representations, commitments, covenants, and obligations under this Exhibit A and shall have the right to enforce this Exhibit A as if a party hereto. 

[Remainder of Page Intentionally Blank] 

  
 Exhibit A-5 









 APPENDIX A 

RESTRICTED AREA 
 The following States:
Colorado, Montana, New Mexico, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, West Virginia and Wyoming 

  
 APPENDIX A