Management Services Agreement



  
 Exhibit 10.5

 AGREEMENT FOR MANAGEMENT SERVICES 
 RIG I-10 
 THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”) dated
as of August 5, 2010, between Maritas A.S., a Turkish corporation (“Maritas”), c/o 4801 Gaillardia Parkway, Suite 350, Oklahoma City, OK 73142, and VIKING INTERNATIONAL LIMITED, a Bermuda company (“VIL”), whose registered
address is Canon’s Court, 22 Victoria Street, Hamilton HM 12 Bermuda. 
 RECITALS 

WHEREAS, MAANBE LLC, an Oklahoma limited liability company, is the owner of Rig No. I-10 and all related inventory and equipment thereto,
which is more fully described on Exhibit “A” attached hereto and made a part hereof (the “Equipment”), and MAANBE LLC has leased such Equipment to Maritas pursuant to that certain Lease effective July 1, 2010; 

WHEREAS, VIL has resources and experience which will enable it to provide services to Maritas for its business activities in Iraq; and

 WHEREAS, Maritas desires to enter into an agreement with VIL to provide such services. 

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows: 
 1. Services to be Provided. During the term
of this Agreement and as reasonably requested by Maritas, VIL agrees to provide to Maritas from time to time, management, marketing and personnel services (the “Services”) necessary to enable the Equipment to be used or leased for use in
Iraq. 
 2. Standard of Care. VIL’s standard of care with respect to the provision of Services pursuant to this
Agreement shall be limited to providing services of the same general quality as VIL provides for its own internal operations, and Maritas’ sole and exclusive remedy for the failure by VIL to meet such standard of care in providing Services
hereunder shall be to terminate such services as provided in this Agreement. VIL makes no representations or warranties of any kind, whether express or implied (i) as to the quality or timeliness or fitness for a particular purpose of services
it provides hereunder, or (ii) with respect to any supplies or other material purchased on behalf of Martias pursuant to this Agreement, the merchantability or fitness for any purpose of any such supplies or other materials. UNDER NO
CIRCUMSTANCES SHALL VIL HAVE ANY LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF AMOUNTS PAID BY MARITAS UNDER THIS AGREEMENT OR FOR CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS. 

  
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 3. Payment. In
consideration of the provision of Services under this Agreement, VIL shall be entitled to payment from Maritas for all actual costs and expenses associated with the provision of Services. In addition, VIL shall be entitled to a monthly management
fee equal to eight percent (8.0%) of the total amount invoiced for direct labor costs for employees of VIL providing Services pursuant to this Agreement. Maritas shall pay all invoices within thirty (30) days of receipt unless Maritas has
disputed an invoice in writing. In the event of a dispute, the parties shall work in good faith to resolve such dispute. 
 4.
Funds Received. If VIL receives any funds or revenues from any third party vendor or otherwise which are attributable to the use of the Equipment, VIL agrees to account for and turn over such funds or revenues to Martias immediately upon
receipt. 
 5. Term. This Agreement shall be for an initial term of twelve (12) months and shall automatically renew
for additional twelve (12) month periods unless written notice of termination is received by either party at least sixty (60) days prior to the end of the term in effect. Additionally, either party may terminate this Agreement at any time,
either before or after the initial term, and either with or without cause, upon sixty (60) days’ written notice to the other party. Upon termination, VIL shall be paid for Services rendered pursuant to this Agreement through the effective
date of the termination. Thereafter, the parties shall have no further liability to each other as to unperformed services not yet due hereunder (except for those obligations expressly surviving such termination). 

6. Insurance. VIL shall secure and maintain insurance of the types and in the amounts necessary to protect itself and the
interests of Maritas against hazards or risks of loss with regard to the Equipment. VIL shall cause Maritas, MAANBE LLC, and Dalea Partners, L.P. to be listed as additional insureds and/or loss payees on such insurance policies. VIL shall invoice
Maritas for the actual cost of such insurance, and Maritas shall pay such invoices within thirty (30) days of receipt of such invoice. 
 7. Representations and Warranties. Maritas represents and warrants that the Equipment is in good operating condition and repair, and is suitable for immediate use for its intended purpose.

 8. Indemnification. VIL shall fully defend, indemnify and hold Maritas, its members, partners, officers, directors,
employees and agents, harmless from and against any and all losses, claims, demands, damages, suits, expenses, causes of action, and any sanctions of every kind and character (including reasonable attorneys’ fees, court costs, and costs of
investigation) which may be made or asserted by VIL, VIL’s assigns, VIL’s employees, agents, contractors, and subcontractors and employees thereof, or by any third parties (including governmental agencies) for personal injury, death,
property damage, property confiscation, breach of contract, taxes, duties, tariffs, pollution, environmental damage, and regulatory compliance, any fines or penalties asserted on account of such damage, and causes of action alleging liability caused
by, arising out of or in any way incidental to the use or operation of the Equipment by VIL from and after the date of this Agreement. This indemnity shall not apply to losses sustained or liabilities arising out of (a) Maritas’s gross
negligence or willful misconduct, or (b) defects in the design or construction of the Equipment. 

  
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 9. No Waiver or
Amendment. No waiver of any of the terms, provisions or conditions hereof, or any modification of such terms, provisions or conditions, shall be effective unless in writing and signed by a duly authorized officer of each party. 

10. Assignment. This Agreement and the duties, rights and obligations of the parties hereunder shall not be assignable by either
party without the prior written consent of the other party. 
 11. Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Oklahoma without regard to its principles regarding conflicts of laws. Venue for any action tried hereunder will be in Oklahoma County, Oklahoma, whether in federal or state court. 

12. Independent Contractor. VIL shall perform the Services hereunder solely in the capacity of an independent contractor. VIL and
Maritas agree that nothing herein shall in any manner constitute either party as the agent or representative of the other party for any purpose whatsoever. Without limiting the foregoing, neither party shall have the right or authority to enter into
any contract, warranty, guarantee or other undertaking or obligation in the name of or for the account of the other party, or to assume or create any obligation or liability of any kind, express or implied, on behalf of the other party, or to bind
the other party in any manner whatsoever, or to hold itself out as having any right, power or authority to do any of the foregoing, except, in each case, as to actions taken by a party at the express request and direction of the other party. Nothing
in this Agreement, express or implied, shall create a partnership relationship between the parties (including any of their respective successors and assigns). 
 13. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither party hereto
shall assign its rights under this Agreement to any other person without the express written consent of the other party hereto. 

14. Entire Agreement. This Agreement represents the entire agreement between the parties, and supercedes and nullifies all prior
representations, negotiations, proposals and statements. 
 15. Notices. Any notice, request, demand, statement, routine
communications, or invoices will be in writing and delivered to the parties at the addresses or facsimile numbers identified below. Notice will be deemed given when physically delivered to the other party in person, when transmitted to the other
party by confirmed facsimile transmission, or when deposited in the U.S. Mail or with a delivery service, postage pre-paid. Either party may change its address or facsimile number by providing notice of same in accordance with this provision.


  
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	MARITAS A.S.	 	VIKING INTERNATIONAL LIMITED
		
	 C/O
 4801 Gaillardia Parkway,
Suite 350
 Oklahoma City, OK 73142

Telephone: 405.286.6324
 Facsimile:
405.242.6597
	 	 5910 N. Central Expressway, Suite 1755
 Dallas, Texas 75206
 Telephone:   (214) 220-4323

Facsimile:    (214) 265-4711
  

Branch address for invoices/statements:
 Dale Henley
 Viking International Limited
 Akmerkez B Blok Kat 5-6
 Nisbetiye Caddesi
 34330 Etiler-Istanbul
 TURKEY



16. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. 
 IN WITNESS WHEREOF, each of the undersigned has caused this
Agreement to be executed in its corporate name by its corporate officers, as of the day and year first above written. 
  

			
	MARITAS A.S.
		
	By:	 	/s/ N. Malone Mitchell, 3rd
	Name:	 	N. Malone Mitchell, 3rd
	Title:	 	Authorized Signatory

  

			
	VIKING INTERNATIONAL LIMITED
		
	By:	 	/s/ Jeffrey S. Mecom
	Name:	 	Jeffrey S. Mecom
	Title:	 	Vice President


  
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 EXHIBIT
“A” 
 Description of Equipment 
 Rig #10 Inventory 

  
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