EX-10.12



 Exhibit 10.12 

Stock Option Award (#)          

MAMMOTH ENERGY SERVICES, INC. 

2016 EQUITY INCENTIVE PLAN 

STOCK OPTION AWARD CERTIFICATE 

THIS IS TO CERTIFY that Mammoth Energy Services, Inc., a Delaware corporation (the “Company”), has
granted you (the “Participant”) an option to purchase shares of common stock of the Company under its 2016 Equity Incentive Plan (the “Plan”), as follows: 

 

																					
	 Participant:
	 	 	 	 	 	 	 	 	  	 	 	 	  				  			
						
	 Participant’s Address:
	 	 	 	 	 	 	 	 	  	 	 	 	  				  			
						
		 	 	 	 	 	 	 	 	  	 	 	 	  				  			
						
	 Total Option Shares:
	 	 	 	 	 	 	 	 	  	 	 	 	  				  			
						
	 Exercise Price per Share:
	 	 	$[●] 	  	 				  				  				  			
				
	 Type of Option (check one):
	 	 	 ̈ Incentive Stock Option	  	 	 	 ̈ Nonqualified Stock Option	  	  			
						
	 Grant Date:
	 	 	 	 	 	 	 	 	  	 	 	 	  				  			
						
	 Expiration Date:
	 	 	 	 	 	 	 	 	  	 	 	 	  				  			
						
	 Vesting Commencement Date:
	 	 	 	 	 	 	 	 	  	 	 	 	  				  			
						
	 Vesting Schedule:
	 				 				  				  				  			
	 	 	Anniversary of Vesting
Commencement Date	 	 	 	 	  	Percentage of
Option Shares Vested	 	  	 	 
						
		 				 				  				  	 	%	  	  			
						
		 				 				  				  	 	%	  	  			
						
		 				 				  				  	 	%	  	  			
						
		 				 				  				  	 	%	  	  			

 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 Stock Option 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
Stock Option rights granted under this Certificate and the related Stock Option Award Agreement and to receive the Option to purchase shares of common stock of the Company designated above subject to the terms of the Plan, this Certificate and the
Stock Option Award Agreement. 
  

									
	Participant:	 		 	Mammoth Energy Services, Inc.
					
	 	 	 	 		 	By:	 	 
	Name:	 	                    , an individual	 		 	Title:	 	 
					
	Dated:	 	 	 		 	Dated:	 	 


  
 Mammoth Energy
Services, Inc. Stock Option Award Certificate 








 MAMMOTH ENERGY SERVICES, INC. 

2016 EQUITY INCENTIVE PLAN 

STOCK OPTION AWARD AGREEMENT 

This Stock Option Award Agreement (this “Agreement”), is made and entered into on the execution date of
the Stock Option Award Certificate to which it 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 Company’s 2016 Equity Incentive Plan (the “Plan”), the
Plan Administrator has authorized the grant to the Participant of the Option to purchase Shares (the “Award”), under the terms and subject to the conditions set forth in the Certificate, this Agreement and in the Plan.
Capitalized terms not otherwise defined in this Agreement 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. Grant of Option. The Company hereby grants to the Participant an Option to
purchase the number of Shares (the “Option Shares”) set forth in the Certificate as Total Option Shares at the Exercise Price per share set forth in the Certificate, subject to all of the terms and conditions of the
Certificate, this Agreement and the Plan. If designated as an Incentive Stock Option in the Certificate, the Option is intended to qualify as an “incentive stock option” (an “ISO”) as defined in Section 422(b)
of the Code, although the Company makes no representation or guarantee that the Option will qualify as an ISO. 
 2. Right to Exercise 

(a) Vesting. The Award will vest and become exercisable according to the Vesting Schedule set forth in the Certificate. If
application of the Vesting Schedule causes a fractional Share to otherwise become exercisable, the Share will be rounded down to the nearest whole Share for each vesting period except for the last period in the Vesting Schedule, at which time the
Award will become exercisable for the full remainder of the Option Shares. 
 (b) Exercise Period. Unless the Award expires as
provided in Section 3, the Award may be exercised after the Grant Date set forth in the Certificate to the extent the Award has vested. The Award cannot be exercised for fractional Option Shares. The Option Shares issued on exercise of the
Award will be subject to the restrictions on transfer set forth in Section 10. 
 (c) Stockholder Approval. Notwithstanding
anything in this Agreement to the contrary, no portion of this Award will be exercisable at any time before the Plan is approved by the Company’s stockholders. 

3. Expiration. The Award will expire at 12:01 am Central Time on the Expiration Date set forth in the Certificate or earlier as provided in
Section 4 below. 

  
 Mammoth Energy
Services, Inc. Stock Option Agreement 








 4. Termination of Continuous Service. Unless otherwise provided in an employment agreement or service
agreement, the terms of which have been approved by the Administrator, the right to exercise the Award is subject to the following terms and conditions. 

(a) Forfeiture of Unvested Options. If the Participant’s Continuous Service terminates for any reason (including
Participant’s death or Disability) other than by the Company or an Affiliate for Cause, the unvested portion of the Award will terminate at the close of business on the date of termination. 

(b) Termination for Cause. If the Company or an Affiliate terminates the Participant’s Continuous Service for Cause, then all
of the Participant’s rights under this Agreement will expire and the entire Award will terminate, regardless of whether or to what extent vested, as of the beginning of business on the date of the Participant’s termination of Continuous
Service. 
 (c) Termination for Any Reason other than Cause, Death or Disability. If the Participant’s Continuous Service
terminates for any reason other than the Participant’s death or Disability or by the Company or an Affiliate for Cause, the Participant may exercise the Award to the extent (and only to the extent) the Award is vested and exercisable at the
time of such termination, but only during the period ending on the earlier of (i) the date that is three months following the date of such termination or (ii) the Expiration Date. The Award will immediately terminate at the end of such
period and any unexercised Option will cease to be exercisable. 
 (d) Termination Due to Death or Disability. If the
Participant’s Continuous Service is terminated by reason of the Participant’s death or Disability, or if the Participant dies within three months after the date of termination of the Participant’s Continuous Service for any reason
other than by the Company or an Affiliate for Cause, the Participant (or his or her legal representative, executor, administrator, heir, or legatee, as the case may be) may exercise the Award to the extent the Award is vested and exercisable at the
time of such termination, but only during the period ending on the earlier of (i) the date that is 12 months following the date of such termination or (ii) the Expiration Date. The Award will immediately terminate at the end of such period
and any unexercised Option will cease to be exercisable. 
 (e) Extension of Termination Date. Notwithstanding anything in this
Section 4 to the contrary, if the exercise of the Award following the termination of the Participant’s Continuous Service for any reason other than the Participant’s death or Disability or by the Company or an Affiliate for Cause
would violate any applicable federal, state or local law, then the Award will remain exercisable until the earlier of (i) the date that is 30 days after the exercise of the Award would no longer violate any applicable federal, state or local
law or (ii) the Expiration Date. The Award will immediately terminate at the end of such period and any unexercised Option will cease to be exercisable. 

(f) Effect of Termination of Employment on ISO Status. If permitted by this Agreement, any exercise beyond (i) three months
after the date of termination of the Participant’s employment with the Company and its “parent corporation” and “subsidiary corporations,” as defined in Code Sections 424(e) and 424(f), respectively, for any reason other
than the Participant’s death or Disability, or (ii) 12 months after the date of termination of the Participant’s employment with the Company and its “parent corporation” and “subsidiary corporations” by reason of
the Participant’s death or Disability, will be treated as an exercise of a Nonqualified Stock Option and not an ISO. 

  
 Mammoth Energy
Services, Inc. Stock Option Agreement 
 Page 2 








 5. Manner of Exercise 

(a) Exercise Notice. To exercise this Award, the Participant (or in the case of exercise after the Participant’s death or
incapacity, the Participant’s legal representative, executor, administrator, heir or legatee, as the case may be) must deliver to the Administrator a fully executed stock option exercise notice and agreement in the form attached hereto, or in
any other form as approved by the Administrator (the “Exercise Notice”). The Exercise Notice must set forth, inter alia, (i) the Participant’s election to exercise the Award; (ii) the number of Option
Shares being purchased; (iii) any restrictions imposed on the Option Shares; and (iv) any representations, warranties or agreements regarding the Participant’s investment intent and access to information as the Company may require to
comply with applicable securities laws. The Award may be exercised by someone other than the Participant only on submission of documentation reasonably acceptable to the Administrator verifying that the Person has the legal right to exercise the
Award. 
 (b) Payment. Unless otherwise permitted and under such terms as are approved by the Administrator in its sole
discretion, the entire Exercise Price must be paid in full by cash or check for an amount equal to the aggregate Exercise Price for the number of Option Shares being purchased. 

(c) Tax Withholding. As a condition to the exercise of the Award, before the issuance of the Option Shares the Participant must
pay or provide for any applicable federal, state, or local tax withholding obligations of the Company. 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 permitted by the Administrator, by one or more of the alternative methods of payment described in the Plan. 

(d) Issuance of Option Shares. Subject to the conditions that the Exercise Notice and payment (including applicable tax
withholding) are in form and substance satisfactory to the Administrator, the Company will issue the Option Shares registered in the name of the Participant, the Participant’s authorized assignee, or Participant’s legal representative. The
Award will be deemed exercised on the Administrator’s receipt of the fully executed Exercise Notice accompanied by required payment. The Company will deliver certificates representing the Option Shares with the appropriate legends affixed
thereto. If the Option Shares are not fully vested, the Company may hold the certificates in its custody until vested. 
 6. Compliance with Laws
and Regulations. The exercise of the Award and the issuance and transfer of Option Shares is subject to the Company’s and 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 Option Shares with the Securities and Exchange Commission, any state or foreign securities regulatory authority or any securities exchange to effect compliance. 

  
 Mammoth Energy
Services, Inc. Stock Option Agreement 
 Page 3 








 7. Notice of Disqualifying Disposition of ISO Shares. If the Award is an ISO and the Participant
sells or otherwise disposes of any Option Shares acquired under the Award on or before the later of (a) the second anniversary of the Grant Date or (b) the first anniversary of the transfer of the Option Shares to the Participant on
exercise of the Award, the Participant must immediately notify the Company in writing of the disposition. If any such disposition causes Participant to be subject to income tax withholding by the Company on the income recognized by the Participant,
the Participant shall satisfy the withholding obligation by payment in cash or out of the current wages or other compensation payable to the Participant by the Company or any Affiliated Company. 

8. Non-Transferability of Option. If the Award is an ISO, it may not be transferred in any manner other than by will or by the laws of descent and
distribution and may be exercised during the lifetime of the Participant only by the Participant or, in the event of the Participant’s incapacity, by the Participant’s legal representative. If the Award is a Nonqualified Stock Option, on
the Administrator’s written approval the Award may be transferred by gift or domestic relations order to a Permitted Transferee in accordance with the Plan. 

9. Privileges of Stock Ownership. The Participant will not have any of the rights of a stockholder with respect to any Option Shares unless and
until the Option Shares are issued to the Participant. 
 10. Restrictions on Transfer of Option Shares 

(a) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under
the Securities Act or have been registered or qualified under the securities laws of any state or foreign jurisdiction, the Company at its discretion may impose restrictions on the sale, pledge or other transfer of the Option Shares (including the
placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable to achieve compliance with the Securities Act, the securities
laws of any state or foreign jurisdiction, or any other law. 
 (b) Consent to Market Standoff. If an underwritten public
offering by the Company of its equity securities occurs, the Participant agrees not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the repurchase of, transfer the economic consequences of ownership, or otherwise
dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any Option Shares without the prior written consent of the Company or its underwriters, for such period of time from and after the
effective date of the registration statement as may be requested by the Company or the underwriters. In order to enforce the Market Standoff, the Company may impose stop-transfer instructions with respect to the Option Shares acquired under this
Agreement until the end of the applicable standoff period. If there is any change in the number of outstanding Shares by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification, dissolution or
liquidation of the Company, any corporate separation or division (including, but not limited to, a split-up, a split-off, or a spin-off), a merger or consolidation, a reverse merger, or similar transaction, then any new, substituted, or additional
securities which are by reason of the transaction distributed with respect to any Option Shares subject to the Market Standoff, or into which the Option Shares thereby become convertible, will immediately be subject to the Market Standoff. 

  
 Mammoth Energy
Services, Inc. Stock Option Agreement 
 Page 4 








 (c) Administration. Any determination by the Administrator and its counsel in
connection with any of the matters set forth in this Section 10 will be conclusive and binding on Participant and all other Persons. 

11. Repurchase Right. Unvested Option Shares acquired by the exercise of this Award will be subject to the Company’s Repurchase Right under
the Plan. 
 (a) Additional Shares or Substituted Securities. If there is any change in the number of outstanding Option Shares
by reason of a capitalization adjustment under the Plan, then any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which is by reason of such transaction distributed with
respect to any Option Shares subject to this Section 12 or into which such Option Shares thereby become convertible will immediately be subject to this Section 12. Appropriate adjustments to reflect the distribution of the securities or
property shall be made to the number and class of the Option Shares subject to this Section 12. 
 (b) Termination of Rights as
Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Option Shares to be purchased in accordance with this Section 12, then after such time the
Person from whom the Option Shares are to be purchased will no longer have any rights as a holder of such Option Shares (other than the right to receive payment of such consideration in accordance with this Agreement). The Option Shares will be
deemed to have been purchased in accordance with the applicable provisions of this Section 12, whether or not the certificate or certificates therefor have been delivered as required by this Agreement. 

12. Obligation to Sell. Notwithstanding anything in this Agreement to the contrary, if at any time following Participant’s acquisition of
Option Shares hereunder, stockholders of the Company owning 51% or more of the Shares (on a fully diluted basis) (the “Control Sellers”) enter into an agreement (including any agreement in principal) to transfer all of their
Shares to any Person (including a group of Persons) who is not affiliated with the Control Sellers, the Control Sellers may require each stockholder who is not a Control Seller to sell all of his or her Shares to that Person at a price and on terms
and conditions the same as those on which the Control Sellers have agreed to sell their Shares, other than terms and conditions relating to the performance or non-performance of services. For the purposes of the preceding sentence, an affiliate of a
Control Seller is a Person who controls, is controlled by, or which is under common control with, the Control Seller. 
 13. No Right to Continued
Service. Nothing in this Agreement or the Plan imposes or may be deemed to impose, by implication or otherwise, any limitation on any right of the Company and its Affiliated Companies to terminate Participant’s Continuous Service at any
time. 

  
 Mammoth Energy
Services, Inc. Stock Option Agreement 
 Page 5 








 14. General 

(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 resolution of any dispute by the Administrator will be final and binding on the Company and Participant. 

(b) Entire Agreement. The Plan and the Certificate are incorporated into this Agreement by reference, and together with this
Agreement 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) Notices. Any notice required under this Agreement to be delivered to
the Company must be in writing and addressed to the Secretary of the Company at its principal corporate offices. Any notice required to be 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 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. 

(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, this Agreement is binding on Participant and Participant’s heirs, executors, administrators, legal representatives,
successors and assigns. 
 (e) Governing Law. This Agreement is governed by and 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 of the Agreement will remain fully effective and enforceable. 
 15. Receipt and Acceptance. 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 may be adverse
tax consequences on exercise of the Award or disposition of the Option Shares and that the Participant should consult a tax advisor before any exercise of the Award or disposition of the Option Shares. 

  
 Mammoth Energy
Services, Inc. Stock Option Agreement 
 Page 6 








 STOCK OPTION EXERCISE NOTICE 

 

					
	  ̈ Incentive Stock Option
	 	Option Holder:	 	  



					
			
	  ̈ Nonqualified Stock Option
	 	Date:	 	  


 Mammoth Energy Services, Inc. 

4727 Gaillardia Parkway, Suite 200 
 Oklahoma City, OK 73142 

Attention: Chief Financial Officer 
 Ladies and Gentlemen: 

1. Award. I was granted an option (the “Award”) to purchase shares of the common stock (the “Option
Shares”) of Mammoth Energy Services, Inc. (the “Company”), under the Company’s 2016 Equity Incentive Plan (the “Plan”), my Certificate of Stock Option Award (the
“Certificate”) and my Stock Option Award Agreement (the “Award Agreement”) as follows: 
  

			
	 Award Number:
	 	
                   
                                         
                                         
    

		
	 Grant Date of Award:
	 	
                   
                                         
                                         
    

		
	 Number of Option Shares:
	 	
                   
                                         
                                         
    

		
	 Exercise Price per Share:
	 	
$                  
                                         
                                         
  


 2. Exercise of Award. I hereby elect to exercise the Award to purchase the following number of Option Shares, all
of which are vested in accordance with the Certificate and the Award Agreement: 
  

			
	Total Option Shares Purchased:	 	                                     
                                         
                           
		
	 Net Exercise Price:
 (Option Shares
Purchased
 x Exercise Price per Share)
	 	$                                      
                                         
                       

 3. Payments. I enclose payment in full of the Net Exercise Price for the Option Shares in the following form or
forms, as authorized by the Award Agreement: 
  

					
	 Cash:
	 	$                                      
                                         
                       	 	
			
	 Check:
	 	$                                      
                                         
                       	 	
			
	 Other:
	 	Contact Administrator	 	

 4. Tax Withholding. As a condition of exercise, I authorize payroll withholding and otherwise will make adequate
provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with my exercise of the Award in one or more of the following forms: 

  
 Mammoth Energy
Services, Inc. Stock Option Exercise Notice and Agreement 









					
	 Cash:
	 	$                                      
                                         
                       	 	
			
	 Check:
	 	$                                      
                                         
                       	 	
			
	 Other:
	 	Contact Administrator	 	

 5. Award Holder Information 
  

					
	 My address is:
	 	                                      
                                         
                                         
                                         
 	 	
			
		 	
                   
                                         
                                         
                                         
                    
	 	


					
			
	 My Social Security Number is:
	 	                                      
                                         
                                         
                	 	

 6. No Detrimental Activity. I hereby certify that I am in compliance with the terms and conditions of the Plan and
have not engaged in any Detrimental Activity as defined in the Plan. 
 7. Notice of Disqualifying Disposition. If the Award is an Incentive
Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Option Shares within one year from the date of exercise or within two years of the Grant Date of the
Award. 
 8. Acknowledgement. I understand and agree that I am purchasing the Option Shares under the terms of the Plan, the Certificate and the
Award Agreement, copies of which I have received and read carefully and understand and to all of which I hereby expressly assent. This agreement will inure to the benefit of and be binding on my heirs, executors, administrators, successors and
assigns. 
  

			
		 	 Signed,

		
		 	  

		 	 (Signature)


 Receipt of the above is hereby acknowledged. 

Mammoth Energy Services, Inc. 
  

					
	 By:
	 	
                   
                                         
                                         
                          
	 	


					
	 Title:
	 	
                   
                                         
                                        
                        
	 	


					
	 Date:
	 	
                   
                                         
                                        
                        
	 	


  
 Mammoth Energy
Services, Inc. Stock Option Exercise Notice and Agreement 
 Page 2