Exhibit
10.13


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (“Agreement”) is entered into between FRAC ROCK INTERNATIONAL, INC., having its registered
office at Appleby Corporate Services, Jayla Place, Wickham’s Cay I, Road Town, Tortola British Virgin Islands VG I 110 (“Client”),
and Carlos Alberto Fernandez, an individual residing at Barao de Lucena 135 Apt 408, Botafogo - Rio de Janeiro - RJ - Brasil
(“Consultant”).


 


WHEREAS,
Client desires Consultant to act as Client’s sales, marketing and business development advisor for Latin America; and


 


WHEREAS,
Consultant possesses expertise as well as experience in the oil and gas service industry, and desires to make his services available
to Client as an independent consultant for the purpose of assisting Client for the foregoing purposes;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:


 


1.
Definitions. Certain capitalized terms used herein shall have the meanings specified on Annex A to this Agreement, which
shall for all purposes be an integral part hereof.


 


2. Agreement
to Provide Services. Client hereby retains Consultant, and Consultant hereby agrees to furnish to Client, as an independent
contractor, the following services (the “Services”):


 


		(a)	business
                                         development in Latin America
	 	 	 
		(b)	advice
                                         concerning the Industry and the oil and gas business generally in Latin America
	 	 	 
		(c)	assistance
                                         and advice in the negotiation of agreements between Client and other parties with respect
                                         to the oil and gas well stimulation industry (the “Industry”);
	 	 	 
		(e)	assistance
                                         in identifying and engaging personnel to work for Client in the Industry; and
	 	 	 
		(f)	such
                                         other services consistent with the foregoing as Client may reasonably request.



 






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3. Limitations.
In performing the Services, Consultant expressly agrees that he shall not in any manner do, perform or undertake any of the following,
and that at all times he shall perform the Services subject to the following limitations on his actions and authority:


 


		(a)	Except
                                         as may be specifically authorized in advance in writing by Client, Consultant shall have
                                         no authority to, and shall not represent himself as having the power, right or authority
                                         to, represent or enter into any obligations or commitments whatsoever on behalf of or
                                         as agent for Client or its Affiliates.
	 	 	 
		(b)	Except
                                         as may be specifically authorized in advance in writing by Client, Consultant shall not,
                                         and shall have no authority to, execute, enter into, or otherwise agree to, on behalf
                                         of Client or its Affiliates, any form of agreement, binder, confidentiality agreement,
                                         letter of intent, memorandum of understanding or any other form of agreement, preliminary
                                         agreement or document of any nature whatsoever which binds, purports to bind or may be
                                         interpreted as binding Client or any of its Affiliates.
	 	 	 
		(c)	Consultant
                                         shall conduct his affairs with regard to third parties to avoid the appearance or creation
                                         of any other or greater relationship between Consultant and Client or any Affiliate of
                                         Client, than that of an independent consultant as provided for herein.
	 	 	 
		(d)	Consultant
                                         shall have no authority to, and shall not, take or permit the taking of any actions the
                                         taking of which, or omit to take or permit the omission of any actions the omission of
                                         which, would give rise to any liability on the part of Client or its Affiliates or any
                                         of their officers, directors, employees, agents, or shareholders.
	 	 	 
		(e)	Consultant
                                         shall not in any manner identify or represent his office facilities as being the office
                                         facilities or other place of business of Client or any of its Affiliates.
	 	 	 
		(f)	Consultant
                                         shall not have authority to engage any subcontractors or subconsultants in relation to
                                         the Services to be provided hereunder, including investigators, consultants, experts
                                         or legal counsel, without Client’s prior written approval. Approval of the engagement
                                         of any subcontractor shall not relieve Consultant of his obligations hereunder.



 






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4. Deliverables.
Consultant shall deliver to Client such written reports of his activities and other deliverables (the “Deliverables”)
as agreed to from time to time with Client.


 


5. Compensation;
Taxes.


 


		(a)	As
                                         the consideration of the Services and Deliverables to be provided under this Agreement,
                                         Client hereby agrees:



 


		(i)	to
                                         enter into and perform an Indemnification Agreement substantially in the form attached
                                         hereto as Annex C
	 	 	 
		(ii)	to
                                         reimburse Consultant for his reasonable and necessary (A) travel and maintenance expenses
                                         incurred by Consultant when Consultant is away from his usual place of residence, it
                                         being understood that Consultant shall not undertake any travel hereunder without the
                                         prior approval of Client, and (B) miscellaneous out-of-pocket expenses (such as photocopying,
                                         telecommunications, postage, courier service, and the like) incurred by Consultant in
                                         connection with the performance of his services hereunder, in each case in accordance
                                         with prevailing policies of Client
	 	 	 
		(iii)	to
                                         pay Consultant $10,000 per month until such time that a new agreement is entered into



 


		(b)	Consultant
                                         shall furnish to Client invoices with respect to requests for reimbursement pursuant
                                         to subsection (a)(ii) preceding, and all payments shall be made against such invoices
                                         and other documents. All invoices shall be presented in accordance with the specifications
                                         of Annex D. Client shall pay to Consultant the amounts reflected on such invoices as
                                         provided in subsection (a)(ii) above, no later than ten (10) days after Client’s
                                         receipt of such invoices. Client shall reimburse Consultant for individual out-of-pocket
                                         expenses of US$25.00 (or equivalent in local currency) or more only upon submission of
                                         receipts therefor.



 






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		(c)	Consultant
                                         shall be solely liable for payment of any and all taxes, duties and levies applicable
                                         to the performance of Consultant’s Services under this Agreement and the compensation
                                         derived therefrom, including any income tax, and Client shall have no obligation with
                                         respect thereto, except to the extent that any withholding may be mandated by applicable
                                         laws and regulations. Client shall have no liability or obligation for any work-related
                                         insurance, medical and health benefits, pensions or welfare funds, accident or disability
                                         insurance, or employee benefits of a similar nature.



 


6. Term.


 


		(a)	The
                                         term of this Agreement shall commence on the effective date hereof, and shall continue
                                         until it is terminated.
	 	 	 
		(b)	Without
                                         prejudice to the terms and conditions of the above-referenced Restricted Stock Agreement
                                         relating to termination by Client without “Cause” or by Consultant for “Good
                                         Reason” (each as defined in such Restricted Stock Agreement), either Consultant
                                         or Client may at any time terminate this Agreement “at will” by written notice
                                         to the other.



 


7. Client’s
Instructions. In his performance of the Services, Consultant shall comply with such reasonable written instructions as Client
may from time to time submit to Consultant, provided that such instructions do not significantly increase Consultant’s work
volume beyond that otherwise expressly contemplated by this Agreement.


 


8. Standard
of Performance. Consultant shall perform the Services in a good and workmanlike manner, and in accordance with the highest
professional standards and practices normally exercised by professional consultants performing services of a similar nature.


 






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9. No
Conflict; Compliance.


 


		(a)	Consultant
                                         represents and warrants to Client that Consultant’s activities under this Agreement
                                         will not conflict with any other activities of Consultant or Consultant’s obligations
                                         to any other person.
	 	 	 
		(b)	Consultant
                                         shall conduct his activities under this Agreement in accordance with all national and
                                         local laws, regulations, decrees and/or official governmental rules and orders applicable
                                         to Consultant and/or the performance of his Services hereunder. In particular, but without
                                         limitation, in connection with his Services under this Agreement, Consultant has not
                                         made and shall not make, directly or indirectly, any improper offer, promise, or payment
                                         of money or anything of value to or for the benefit of any government official or employee,
                                         any candidate for political office, any political party, or official or employee of a
                                         public international organization. Consultant represents, warrants, and certifies to
                                         Client that Consultant is not as of the effective date of this Agreement, and will not
                                         during the term of this Agreement be, a government official or employee, a candidate
                                         for political office, a political party, or an official or employee of a public international
                                         organization. For the purpose of this section 9, the term “government official”
                                         shall include, without limitation, a director, officer, or employee of a public enterprise.
                                         Finally, Consultant has read compliance guidelines on the Foreign Corrupt Practices Act
                                         (FCPA) and has signed an acknowledgment form, attached hereto as Annex B.
	 	 	 
		(c)	in
                                         the event that Client has a reasonable basis to believe that Consultant has taken or
                                         failed to take any action under paragraph (b) preceding, or otherwise, that may subject
                                         Client or any of its Affiliates to any liability under applicable law, Consultant agrees
                                         that Client shall have the right, upon written notice to Consultant, to conduct an investigation
                                         and audit of Consultant and his Affiliates to determine to Client’s reasonable
                                         satisfaction whether or not any actions or failures to act on behalf of Consultant may
                                         subject Client or any of its Affiliates to any such liability. Consultant agrees to cooperate,
                                         and to cause his Affiliates to cooperate, fully with such investigation and audit, it
                                         being understood and agreed that the scope, method, nature, and duration of such investigation
                                         and audit shall be at the sole reasonable discretion of Client.



 






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		(d)	Consultant
                                         agrees that full disclosure of information relating to a possible violation of any applicable
                                         law or the existence and terms of this Agreement may be made at any time and for any
                                         reason to any governmental authority with jurisdiction over the matter, and to whomsoever
                                         Client, acting on the advice of counsel, determines has a legitimate need to know.



 


10. Access
to Information. It is understood that, in the course of performing the Services, Consultant will or may become aware of and
have access to certain information that Client or its Affiliates shall be entitled to have kept confidential. Accordingly, the
parties agree that the confidentiality provisions of section 11 shall govern Consultant in his performance of the Services.


 


11. Confidentiality.


 


		(a)	Unless
                                         otherwise agreed to in writing by Client, Consultant hereby agrees:



 


		(i)	except
                                         under the circumstances described in section 12 below, to keep all Confidential Information
                                         confidential and not, directly or indirectly, to disclose or reveal any Confidential
                                         Information to any Person other than those Persons that are actively and directly participating
                                         in the performance of the Services pursuant to an agreement with Consultant and that
                                         have agreed in writing to observe the confidentiality restrictions contained herein,
                                         and other than to Consultant’s attorneys for the purpose of obtaining legal advice
                                         relating to this Agreement; and



 


		(ii)	not
                                         to use Confidential Information for any purpose other than for the benefit of Client
                                         or its Affiliates in connection with the performance of the Services.



 






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		(b)	Consultant
                                         further agrees that the Confidential Information shall be and remain the sole and exclusive
                                         property of Client. Consultant shall keep secure all Confidential Information in Consultant’s
                                         possession or under his control and prevent the unauthorized copying and use of such
                                         Confidential Information. It is understood, however, that these restrictions shall not
                                         apply to information that has been independently developed by Consultant outside the
                                         scope of the Services rendered hereunder and without the use of Confidential Information
                                         or other funding, resources or participation of Client or its Affiliates.



 


12. Disclosures
Required by Law. In the event that Consultant becomes legally compelled (by depositions, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) to disclose any of the information or matters described in section 10
immediately above, Consultant shall provide Client with prompt prior written notice of such requirement so that Client may seek
a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such
protective order or other remedy is not obtained, or that Client waives compliance with the terms hereof, Consultant agrees to
furnish only that portion of the Confidential Information which Consultant is advised by written opinion of Consultant’s
legal counsel is legally required and to exercise best efforts to obtain assurance that confidential treatment will be afforded
such Confidential Information.


 


13. Ownership
of Consultant’s Work Product. Any and all reports, memoranda and other deliverables (“Work Product”) created
and/or generated by Consultant individually or in concert with others in the course of his rendition of Services to Client, and
all rights of patent, trademark or copyright appertaining thereto, shall be and remain the sole property of Client. Consultant
hereby forever assigns to Client all of his right, title and interest in and to such Work Product and intellectual-property rights.


 


14. Termination
of Services. Promptly upon the termination of this Agreement, Consultant shall deliver to Client all originals and copies
of all documents, records and information obtained or generated by Consultant in the course of performing the Services, and shall
promptly deliver to Client (or, at Client’s request, destroy) all of the Confidential Information in Consultant’s
possession, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon; provided, however,
that Consultant shall be permitted to retain a list of the items furnished for purposes of documenting such delivery, and provided
further, however, that Consultant shall be entitled to retain his own records of invoices submitted and payments received with
respect to such Services.


 






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Promptly
upon the termination of this Agreement, Client shall deliver to Consultant all originals and copies of all documents, records
and information obtained by Client from Consultant in the course of Consultant’s performance of the Services, and shall
promptly deliver to Consultant (or, at Consultant’s request, destroy) all summaries, analyses or extracts thereof or based
thereon; provided, however, that Client shall be permitted to retain a list of the items furnished for purposes of documenting
such delivery.


 


15. Equitable
Remedies. Consultant acknowledges and agrees that this Agreement involves valuable trade secret and other proprietary rights
of Client and that Client’s remedy at law for any breach or threatened breach by Consultant of the covenants contained herein
will be inadequate, and accordingly, Consultant consents that, in addition to such other remedies as may be available to Client
at law or in equity, Client shall be entitled to equitable relief by way of injunction issued by any court of competent jurisdiction,
without bond or other security, if Consultant breaches or threatens to breach any of the provisions of this Agreement. Furthermore,
Consultant agrees that any and all Work Products, including documents, maps, computer software, files, recordings, and photographs
relating thereto which Consultant may possess, are held by Consultant in constructive trust for Client, and that any court of
competent jurisdiction may summarily liquidate such trust on behalf of Client.


 


16. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands.


 






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17. Notices.
All notices to be provided pursuant to this Agreement (and any consents permitted by the terms of this Agreement) shall be in
writing and delivered by hand, or sent by facsimile transmission, or other electronic means, air courier or registered mail, return
receipt requested, as follows:


 


	 	(i)	If
    to Consultant, to:
	 	 	 
	 	 	Mr.
    Carlos Fernandez
	 	 	[* * *]
	 	 	[* * *]
	 	 	 
	 	(ii)	If
    to Client, to:
	 	 	 
	 	 	C/o
    Frac Rock International, Inc.
	 	 	Attn:
    Mr. J. Chris Boswell
	 	 	2930
    W. Sam Houston Pkwy. N., Suite 275
	 	 	Houston,
    Texas 77043 U.S.A.
	 	 	Facsimile
    no.	+1
    281 531 7297
	 	 	E-mail:	cboswell@fracrtockintl.com


 


18. Successors
and Assigns. It is understood and agreed by the parties hereto that the Services to be provided by Consultant hereunder are
personal to Consultant, and that Consultant shall not be entitled to assign his rights or delegate his obligations hereunder without
having obtained Client’s prior written consent thereto. Client shall be freely entitled to assign its rights under this
Agreement to any of its Affiliates. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, including, in the case of individuals, their heirs, executors and administrators.


 


19. Amendment;
Modification; Termination. Except by an instrument in writing signed by the parties, this Agreement may not be amended or
modified in any respect or, except as expressly provided herein, terminated.


 


20. Entire
Agreement. This Agreement (including its Annexes) sets forth the entire agreement of the parties hereto as to the subject
matter hereof and supersedes all previous discussions, negotiations, correspondence, and agreements between the parties, whether
written, oral or otherwise.


 


21. No
Waiver. It is understood and agreed that no failure or delay by a party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof by such party, nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power or privilege hereunder.


 






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22. Relationship
Between Consultant and Client. The relationship of Consultant to Client under this Agreement shall be that of independent
contractor. No provision of this Agreement is intended to or shall be construed as creating an employment, mutual agency, joint
venture, partnership or other fiduciary relationship between the parties hereto, or as entitling Consultant or any of his employees,
agents, business associates, or Affiliates to any compensation or benefits as an employee (whether in the nature of salary, wages,
insurance, worker’s compensation, bonuses or otherwise) or in the nature of a finder’s fee, participation or any other
compensation whatsoever from Client, except as expressly provided in this Agreement.


 


23. Additional
Agreements. The Parties may from time to time enter into amendments or supplements to this Agreement, which shall be in writing
and signed by or on behalf of the Parties, to define more fully the Services and Consultant’s compensation therefor.


 


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed to be effective as of the 1st day of September,
2012.


 


	CLIENT:	 
	 	 
	FRAC
    ROCK INTERNATIONAL, INC.	 
	 	 	 
	By:	/s/
    J. Chris Boswell	 
	Name:	J.
    Chris Boswell	 
	Title:	President
    and CEO	 
	 	 	 
	CONSULTANT:	 
	 	 
	/s/
    Carlos A. Fernandez	 
	Carlos
    A. Fernandez	 


 



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