ASSIGNMENT
AND ASSUMPTION AGREEMENT


 


This
Assignment and Assumption Agreement (this “Assignment”) is made as of May 28, 2014 (the “Effective
Date”) by and between Eco-Stim Energy Solutions, Inc., a Nevada corporation (“Assignor”)
and Viking Rock AS, a private Norwegian limited liability company (aksjeselskap) domiciled at Brendehaugen 20, 6065 Ulsteinvik,
1816 Ulstein, company reg. no. 999 082 890, Norway (“Assignee”). Assignor and Assignee are sometimes
referred to herein, collectively, as the “Parties” and, individually, as a “Party”.


 


WHEREAS,
Assignor is party to that certain Purchase Order, dated January 8, 2014, by and between Assignor and Stewart & Stevenson
Manufacturing Technologies LLC (the “Purchase Order”);


 


WHEREAS,
Assignee is an indirect wholly owned subsidiary of Assignor;


 


WHEREAS,
Assignor desires to assign to Assignee all of its rights and delegate to Assignee all of its obligations under the Purchase Order;
and


 


WHEREAS,
Assignee desires to accept such assignment of rights and delegation of obligations under the Purchase Order from Assignor.


 


NOW,
THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


		1.	Assignment.
                                         Assignor irrevocably (a) assigns to Assignee all of its rights under the Purchase Order
                                         and (b) delegates to Assignee all of its obligations under the Purchase Order.
	 	 	 
		2.	Assumption.
                                         Assignee unconditionally accepts all of Assignor’s rights and obligations in, to
                                         and under the Purchase Order, and assumes and agrees to be bound by, fulfill, perform
                                         and discharge all of the liabilities, obligations, duties and covenants under or arising
                                         out of the Purchase Order from and after the Effective Date.
	 	 	 
		3.	Further
                                         Assurances. Upon the other Party’s reasonable request, each Party shall, at
                                         its sole cost and expense, execute and deliver all such further documents and instruments,
                                         and take all such further acts, necessary to give full effect to this Assignment.
	 	 	 
		4.	No
                                         Third Party Beneficiaries. This Assignment benefits solely the Parties to this Agreement
                                         and their respective successors and assigns and nothing in this Assignment, express or
                                         implied, confers on any other Person any legal or equitable right, benefit or remedy
                                         of any nature whatsoever under or by reason of this Assignment.



 




    	 



    	 



    


 


		5.	Headings.
                                         The headings used in this Assignment have been inserted for convenience of reference
                                         only and do not define or limit the provisions hereof.
	 	 	 
		6.	Amendment.
                                         This Assignment may be amended, supplemented or modified only by written agreement duly
                                         executed by or on behalf of Assignor and Assignee. 
	 	 	 
		7.	Governing
                                         Law. This Assignment is governed by and construed in accordance with the Laws of
                                         the State of Texas, without giving effect to any conflict or choice of law provision
                                         that would result in the imposition of another state’s law.
	 	 	 
		8.	Binding
                                         Effect. This Assignment will be binding upon and will inure to the benefit of Assignor
                                         and Assignee and each of their successors and permitted assigns.
	 	 	 
		9.	Counterparts;
                                         Facsimile. This Assignment may be executed in one or more counterparts, all of which
                                         shall constitute one and the same instrument. Any such counterpart, to the extent delivered
                                         by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to
                                         electronic mail shall be treated in all manner and respects as an original executed counterpart
                                         and shall be considered to have the same binding legal effect as if it were the original
                                         signed version thereof delivered in person.



 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Assignment as of the date first written above.


 


	 	ASSIGNOR:
	 	 	 
	 	Eco-Stim
    Energy Solutions, Inc.
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/Jon
    Christopher Boswell
	 	Name:	Jon
                                         Christopher Boswell

	 	Title:	President
    and Chief Executive Officer
	 	 	 
	 	ASSIGNEE:
	 	 	 
	 	Viking
    Rock, AS
	 	a
    private Norwegian limited liability company
	 	 	 
	 	By:	/s/Jon
    Christopher Boswell
	 	Name:	Jon
                                         Christopher Boswell

	 	Title:	Chairman
    of the Board of Directors
	 	Address
    for Notices:
	 	 	2930
    W. Sam Houston Pkwy N.
	 	 	Suite
    275
	 	 	Houston,
    TX 77043
	 	 	 
	 	By:	/s/
    Inge Olsen
	 	Name:	Inge
                                         Olsen 

	 	Title:	Director


 


Signature
Page to Assignment and Assumption Agreement


(S&S
Purchase Order)