EX-10.13



 Exhibit 10.13 

MAMMOTH ENERGY SERVICES, INC. 

2016 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD CERTIFICATE 

THIS IS TO CERTIFY that Mammoth Energy Services, Inc., a Delaware corporation (the “Company”), has granted you (the
“the Participant”) hypothetical units of Common Stock (“Restricted Stock Units”) under the Company’s 2016 Equity Incentive Plan (the “Plan”), as follows: 

 

					
	 Name of the Participant:
	  	  

		
	 Address of the Participant:
	  	  

		
		  	  

		
	 Number of Restricted Stock Units:
	  	  

		
	 Grant Date:
	  	  

		
	 Vesting Commencement Date:
	  	  

		
	 Settlement Date:
	  	  

		
	Vesting Schedule:	  	


									
			
	 	  	Anniversary of Vesting
    Commencement Date    	 	  	Percentage of
    Vested Shares    	 
		  				  	 	    	% 
		  				  	 	    	% 
		  				  	 	    	% 
		  				  	 	    	% 

 By your signature and the signature of the Company’s representative below, you and the Company agree to be bound by all
of the terms and conditions of the attached Restricted Stock Unit Award Agreement and the Plan (both incorporated herein by this reference as if set forth in full in this document). By executing this Certificate, you hereby irrevocably elect to
accept the Restricted Stock Unit rights granted under this Certificate and the related Restricted Stock Unit Award Agreement and to receive the Restricted Stock Units designated above subject to the terms of the Plan, this Certificate and the Award
Agreement. 
  

									
	Participant:	 		 		 	Mammoth Energy Services, Inc.
	  
  
	 		 	By:	 	  

	 Name:
	 	, an individual	 		 	Title:	 	  



									
					
	 Dated:
	 	  
	 		 	Dated:	 	  


  

  
 Mammoth Energy
Services, Inc. 2016 Equity Incentive Plan 
 Restricted Stock Unit Award Certificate 








 MAMMOTH ENERGY SERVICES, INC. 

2016 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

This Restricted Stock Unit Award Agreement (the “Agreement”), is entered into on the Grant Date, subject to the
Participant’s acceptance of the terms of the Agreement evidenced by the Participant’s signature on the Restricted Stock Unit Award Certificate to which the Agreement is attached (the “Certificate”), by and between
Mammoth Energy Services, Inc., a Delaware corporation (the “Company”), and the Participant named in the Certificate. 

Under the Mammoth Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”), the Administrator has
authorized the grant to the Participant of the number of Restricted Stock Units set forth in the Certificate (the “Award”), under the terms and subject to the conditions set forth in this Agreement, the Certificate and the
Plan. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Plan. 
 NOW,
THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained in this Agreement and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 
 1. Basis for Award. This Award is granted under the Plan for valid consideration
provided to the Company by the Participant. By the Participant’s execution of the Certificate, the Participant agrees to accept the Award rights granted under the Certificate and this Agreement and to receive the Restricted Stock Units
designated in the Certificate subject to the terms of the Plan, the Certificate and this Agreement. 
 2. Restricted Stock Units Awarded. The
Company hereby awards and grants to the Participant the number of Restricted Stock Units set forth in the Certificate. Each Restricted Stock Unit represents a right to receive one Share (or the cash equivalent) from the Company upon vesting of the
Restricted Stock Unit as provided in Section 3 below. Vested Restricted Stock Units will be settled as provided in Section 5 below. The Company will, in accordance with the Plan, establish and maintain an account (the
“Restricted Stock Unit Account”) for the Participant and will credit that account for the number of Restricted Stock Units granted to the Participant. The value of each Restricted Stock Unit on any given date will equal the
Fair Market Value of one Share on that date. 
 3. Vesting. Except as otherwise provided in an employment agreement or service agreement, the
terms of which have been approved by the Administrator, the Restricted Stock Units will vest under the Vesting Schedule set forth in the Certificate, on condition that the Participant is still then in Continuous Service. Except as otherwise provided
in an employment agreement or service agreement, the terms of which have been approved by the Administrator, if the Participant ceases Continuous Service for any reason the Participant will immediately forfeit the unvested Restricted Stock Units.

 4. Settlement. The Company will settle the Award on the Settlement Date or Dates set forth in the Certificate by issuing to the Participant
one Share for each Restricted Stock Unit that has 

  
 Mammoth Energy
Services, Inc. 2016 Equity Incentive Plan 
 Restricted Stock Unit Award Certificate 








 
satisfied all vesting requirements on that Settlement Date. Upon settlement, the Restricted Stock Units will cease to be credited to the Restricted Stock Unit Account. If the Certificate does not
specify a Settlement Date, the applicable Settlement Date will be each vesting date set forth in the Vesting Schedule. Subject to the satisfaction of the withholding provisions in Section 8 below, the Administrator will cause a stock
certificate to be delivered on the applicable Settlement Date to the Participant with respect to the Shares issued on that Settlement Date, free of all restrictions hereunder, except for applicable federal securities laws restrictions, and will
enter the Participant’s name as stockholder of record with respect to such Shares on the books of the Company. Participant acknowledges and agrees that Shares may be issued in electronic form as a book entry with the Company’s transfer
agent and no physical certificates need be issued. 
 5. Restrictions on Transfer. Until the applicable Settlement Date, the Restricted Stock Units
may not be pledged, hypothecated or transferred in any manner other than by will or by the applicable laws of descent and distribution, or if approved in writing by the Administrator, by gift or domestic relations order to a Permitted Transferee,
provided that the Restricted Stock Units will remain subject to the terms of the Plan, the Certificate and this Agreement. 
 6. Compliance with Laws and
Regulations. The issuance and transfer of Common Stock on any Settlement Date is subject to the Company’s and the Participant’s full compliance, to the satisfaction of the Company and its counsel, with all applicable requirements of
federal, state and foreign securities laws and with all applicable requirements of any securities exchange on which the Common Stock may be listed at the time of issuance or transfer. The Participant understands that the Company is under no
obligation to register or qualify the Shares with the Securities and Exchange Commission, any state securities commission, foreign securities regulatory authority or any securities exchange to effect such compliance. 

7. Tax Withholding. As a condition to settlement under Section 5 above, on or before the date on which any portion of the Restricted Stock Units
vest the Participant must pay to the Company any federal, state or local taxes required by law to be withheld with respect to the Restricted Stock Units that vest. In addition to the Company’s right to withhold from any compensation paid to the
Participant by the Company, the Participant may provide for payment of withholding taxes in full by cash or check or, if the Administrator permits, by one or more of the alternative methods of payment set forth in the Plan. 

8. No Right to Continued Service. Nothing in this Agreement or in the Plan imposes or may be deemed to impose, by implication or otherwise, any
limitation on any right of the Company or its Affiliated Companies to terminate the Participant’s Continuous Service at any time. 
 9.
Representations and Warranties of the Participant. The Participant represents and warrants to the Company as follows: 

(a) Acknowledgement and Agreement to Terms of the Plan. The Participant acknowledges receipt of a copy of the Plan, the
Certificate, this Agreement and the prospectus dated [                    ], 2016 covering the Shares reserved for issuance under the Plan. The
Participant has read and understands the terms of the Plan, the Certificate and this Agreement and agrees to be bound by their terms and conditions. The Participant acknowledges that there 

  
 Mammoth Energy
Services, Inc. 2016 Equity Incentive Plan 
 Restricted Stock Unit Award Agreement 

Page 2 








 
may be adverse tax consequences on the vesting and settlement of the Restricted Stock Units or disposition of any Shares received on settlement of Restricted Stock Units, and that the Participant
should consult a tax advisor before such time. The Participant agrees to sign such additional documentation as the Company may reasonably require from time to time. 

(b) Compliance with Securities Laws. The Participant understands and acknowledges that, notwithstanding any other provision of the
Agreement to the contrary, the issuance and holding of Shares is expressly conditioned on compliance with the Securities Act and all applicable federal, state and foreign securities laws. The Participant agrees to cooperate with the Company to
ensure compliance with such laws. 
 10. No Interest in Company Assets. All amounts credited to the Participant’s Restricted Stock Unit
Account under this Agreement will continue for all purposes to be part of the general assets of the Company. The Participant’s interest in the Restricted Stock Unit Account will make the Participant only a general, unsecured creditor of the
Company. 
 11. No Stockholder Rights before Issuance. The Participant will have no right, title or interest in, nor be entitled to vote or to
receive distributions in respect of, nor otherwise be considered the owner of, any of the Shares covered by the Restricted Stock Units until the Shares are issued in accordance with Section 5 hereof. 

12. General Terms 

(a) Interpretation. Any dispute regarding the interpretation of this Agreement must be submitted by the Participant or the Company
to the Administrator for review. The Administrator’s resolution of such dispute will be final and binding on the Company and the Participant. 

(b) Entire Agreement. The Plan and the Certificate are incorporated into this Agreement by reference, and the Participant hereby
acknowledges that a copy of each has been made available to the Participant. This Agreement, the Certificate and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject
matter hereof. In the event of a conflict or inconsistency between the terms and conditions of this Agreement, the Certificate and the Plan, the Plan will govern. 

(c) Modification. This Agreement may be modified only in writing signed by both parties. 

(d) Notices. Any notice required under this Agreement to be delivered to the Company must be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant must be in writing and addressed to the Participant at the address indicated on the Certificate or to such other
address as the Participant designates in writing to the Company. All notices will be deemed to have been delivered: (i) on personal delivery, (ii) five days after deposit in the United States mail by certified or registered mail (return
receipt requested), (iii) two business days after deposit with any return receipt express courier (prepaid) or (iv) one business day after transmission by fax or email. 

  
 Mammoth Energy
Services, Inc. 2016 Equity Incentive Plan 
 Restricted Stock Unit Award Agreement 

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 (d) Successors and Assigns. The Company may assign any of its rights under this
Agreement. This Agreement will be binding on 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 is binding on the Participant and the
Participant’s heirs, executors, administrators, legal representatives, successors and assigns. 
 (e) Governing Law. This
Agreement is governed by and to be construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or
unenforceable, then that provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable. 

  
 Mammoth Energy
Services, Inc. 2016 Equity Incentive Plan 
 Restricted Stock Unit Award Agreement 

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