1. GENERAL

1.1. Definitions. “ARK MANUFACTURING” means ARK MANUFACTURING, LLC; “ARK MANUFACTURING” means ARK MANUFACTURING, LLC, its joint venture partners, partners, co-lessors, its and their contractors and subcontractors, its and their affiliates and the officers, directors, employees, agents, consultants, servants and invitees of each of them; “Customer” means the party requesting the Services (defined below); “Customer Group” means Customer, its joint ventures, partners, co-lessors, its and their contractors and subcontractors (other than ARK MANUFACTURING), its and their affiliates and the officers, directors, employees, agents, consultants, servants and invitees of each of them; “Receipt” means any one or group of documents that ARK MANUFACTURING requests that Customer sign at the service site, headquarters or other location prior to or at the time the Services are rendered; “Services” means the provision of equipment, materials, supplies and labor set out in any work order, invoice, purchase order or other agreement by Customer, but “Services” shall not be deemed to include the Sale of equipment; “Sale(s)” means the sale of any equipment; “Terms” means these General Terms and Conditions; “Third Party” means any person or entity other than a member of ARK MANUFACTURING or Customer Group.

1.2. The Terms set forth herein take precedence over any alternative terms in any other document connected with the Sale or Services unless such alternative terms are part of a written master service or other similar agreement which has been negotiated between Customer and ARK MANUFACTURING and which Customer and ARK MANUFACTURING have expressly agreed in writing overrides the Terms in the event of a conflict. Except as provided in the immediately preceding sentence, the Terms constitute the sole and entire agreement governing Sales or the provision of Services by ARK MANUFACTURING to Customer and supersede (a) all prior discussions and agreements between Customer and ARK MANUFACTURING, (b) other inconsistent terms submitted by Customer and (c) any conflicting provisions of any contract, work order, purchase order or other similar document issued by Customer at any time. The Terms may not be altered or amended unless agreed to in writing by Customer and ARK MANUFACTURING. No field employee of ARK MANUFACTURING shall be empowered to alter the Terms. Failure of ARK MANUFACTURING to object to any provisions which may be contained in any other writing of Customer shall not be construed as a waiver of the Terms or an acceptance by ARK MANUFACTURING of any other terms and conditions of Customer. Customer shall be deemed to have accepted these Terms upon the earlier of when Customer signs any Receipt or when Customer receives any equipment subject to Sale or any Services without previously providing to ARK MANUFACTURING written notice of rejection of the Terms, and such acceptance shall constitute Customer’s agreement that the Sale and/or Services will be provided pursuant to these Terms. Any acceptance of the Terms is limited to acceptance of the express provisions contained herein, and any contract, work order, purchase order or similar document submitted by Customer to acknowledge these Terms containing conflicting or additional terms and conditions from those contained herein is hereby rejected unless expressly agreed to in writing by ARK MANUFACTURING. Any such contract, work order, purchase order or similar document submitted by Customer containing conflicting or additional terms and conditions from those contained herein shall not be deemed to be a rejection of these Terms. If these Terms are construed to be an acceptance by ARK MANUFACTURING of an offer by Customer, then ARK MANUFACTURING expressly limits such acceptance to the provisions contained herein and rejects any provisions contained in Customer’s offer that conflict with or are in addition to those set forth herein.

2. SERVICES: ARK MANUFACTURING shall provide the Services in a good and workmanlike manner, consistent with standard industry practices, and in a manner that complies with all applicable laws. ARK MANUFACTURING is and shall be an independent contractor with respect to the performance of any Services, and neither ARK MANUFACTURING nor anyone employed by ARK MANUFACTURING shall be the agent, representative, employee or servant of Customer in the performance of the Services or any part thereof. ARK MANUFACTURING agrees to maintain all of its equipment in good operating condition at all times during the provision of Services, which shall include, without limitation, meeting or exceeding prevailing regulatory requirements. Customer shall secure and maintain rights of access for ARK MANUFACTURING to reach equipment to be serviced. Customer shall advise ARK MANUFACTURING of any limitations or restrictions affecting access. Should ARK MANUFACTURING be denied free access to a site for any reason not within control of ARK MANUFACTURING, Customer shall pay ARK MANUFACTURING during the time of such denial the rates specified in the applicable Receipt. Customer shall be solely responsible for obtaining all necessary permits or licenses for performance of Services at a site. ARK MANUFACTURING reserves the right to terminate the Services at any time in its sole discretion. Customer shall pay ARK MANUFACTURING its prevailing charges for Services performed up to the date of termination. Customer shall, at its sole cost and risk, be responsible for and provide the transportation, storage, treatment, disposal and/or recycling, as required, of any materials or products resulting from Services provided at each site. ARK MANUFACTURING MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE EFFECTIVENESS OR RESULTS OF THE SERVICES.

5. PAYMENT: Except as otherwise expressly provided herein, all charges for Sales, Services, and other charges are due and payable within 20 days from the date of invoice, provided applicable credit limits are approved by ARK MANUFACTURING, failing which rentals shall be due and payable in advance on a weekly basis to ARK MANUFACTURING at the address set forth in this Agreement and in which case payment for the minimum rental period shall be due before the delivery of the Rental Equipment to Customer or the latter's agent or carrier, unless otherwise agreed in writing. In addition to its termination rights, ARK MANUFACTURING, in ARK MANUFACTURING’s sole discretion, may change payment terms to advance billing and payment due upon receipt, if Customer becomes delinquent on any payments due and owing, under this Agreement or any other agreement. All overdue payments, for all charges, including damages and losses, shall bear interest at the lesser of 18% per annum or the highest amount otherwise allowed by law without prejudice to ARK MANUFACTURING's rights and in particular without prejudice to ARK MANUFACTURING's right contained in herein to terminate this agreement for non-payment. Any invoicing requirements of Customer must be provided in advance of the rental or will be deemed waived. Price schedules are available upon request and are subject to change without advance notice. Unless specifically stated otherwise, published and quoted prices do not include federal, state or other taxes imposed upon Sales, Services or other special charges. Where abnormal conditions exist, prices billed to Customer may be higher than those shown on any price list. In addition to charges for Sales and/or Services, Customer will be responsible for any related mileage, shipping, handling, stand-by, taxes (sales, use or occupation), and other costs. If ARK MANUFACTURING or ARK MANUFACTURING’s supplier is obligated to pay any taxes, Customer will be responsible for reimbursing ARK MANUFACTURING for this amount. Unless otherwise specified in a Receipt, no discount will be allowed for early payment.

6. LOADING, UNLOADING AND TRANSPORTATION: Customer shall bear the expense of and responsibility for unloading and reloading the Equipment at Customer’s receiving point, including all injuries and damages resulting therefrom, and shall pay all demurrage charges incurred at the shipping or receiving points. Customer shall

be responsible for shipping expenses from the original point of shipment to Customer’s receiving point and all return shipping expenses to ARK MANUFACTURING's yard or such other point as ARK MANUFACTURING shall in writing direct, regardless of whether these costs are advanced by ARK MANUFACTURING. However, if ARK MANUFACTURING directs Customer in writing to return all Rental Equipment to a place other than ARK MANUFACTURING's yard, then Customer shall pay the shipping expenses up to but not beyond the amount that would have been required to return the Rental Equipment to ARK MANUFACTURING's yard. Customer must have an authorized agent available to sign a bill of lading upon delivery of the Rental Equipment by the carrier. If no agent is provided at the time of delivery, Customer authorize ARK MANUFACTURINGA’s employee to execute the bill of lading as Customer’s agent and such execution shall be deemed an acceptance of the condition of the Rental Equipment upon delivery, and for all losses occurring to the Rental Equipment thereafter while in Customer’s possession, except as expressly set forth herein.

16. TERMINATION: If any of the following events occur (i) Customer fails to make payment in accordance with the terms of this agreement and such failure continues for a period of five (5) days, (ii) Customer becomes bankrupt, insolvent or makes an assignment for the benefit of its creditors, (iv) Customer fails to maintain the insurance required by Section 11, (v) ARK MANUFACTURING reasonably believes that Customer is unable to comply with the payment terms hereof as a result of delays in payment under this Agreement or any other agreement with ARK MANUFACTURING or is likely to become bankrupt, insolvent or make an assignment for the benefit of its creditors, (vi) Customer violates any material provision hereof (vii) the Rental Equipment is lost, damaged, stolen, destroyed or seized by a governmental agency after it had been placed in the possession of Customer, (viii) ARK MANUFACTURING has a reasonable belief that there is an unusual risk of damage to the Rental Equipment or that Customer cannot adequately protect the Rental Equipment, or (iv) a Force Majeure event that lasts longer than two (2) weeks, then ARK MANUFACTURING may at its option, after three (3) days’ notice in writing of such event exercise, without further notice, any one or more of the following options: (a) turn off or suspend Customer’s use of the Rental Equipment and related services, (b) terminate any and all agreements with Customer, (c) retrieve the Rental Equipment wherever it may be found without becoming liable for damages or for trespass, and/or, (d) in addition to any other remedies ARK MANUFACTURING may have, recover all amounts due together with any damages for injury to the Rental Equipment and all expenses incurred in turning off, recovering, retrieving or repossessing the Rental Equipment. Customer waives any right to claim damages resulting from any of the above remedies exercised by ARK MANUFACTURING. Customer further waives any right to additional notice and opportunity to cure pursuant to this Section 16 for any default following Customer’s cure of a prior default.

20. TAXES AND FEES: Customer shall pay all license fees, registration fees, assessments, duties and taxes which may now or hereafter be imposed upon the ownership, possession or Sale equipment, excepting only those based on ARK MANUFACTURING's net income or exempted by law. Customer shall promptly notify ARK MANUFACTURING of the receipt of any tax notices, tax reports or inquiries or notices from taxing or other authorities concerning taxes, fees or assessments.

23. LIMITED LIABILITY: IN NO EVENT SHALL LESSOR BE LIABLE TO LESSEE OR ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, BUT IN NO WAY LIMITED TO LOSS OF USE, LOSS OF REVENUES, PROFITS OR ANTICIPATED PROFITS, LOST LABOR TIME, LOST OR SPOILED PRODUCT, DELAY,

LIQUIDATED OR PUNITIVE DAMAGES.

24. SCOPE OF DAMAGES: LESSOR'S LIABILITY AND INDEMNITY OBLIGATIONS, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS RECEIVED FROM CUSTOMER BY ARK MANUFACTURING FOR THE SERVICES OR SALE THAT IS THE SUBJECT OF CLAIM OR DISPUTE.

25. NOTICE: For purposes of this agreement, notice shall be provided and deemed made by the following methods only: (1) by U.S. certified or registered Mail, return receipt requested, postage prepaid, on the date the return receipt is signed or, if not signed and/or accepted, on the date the return receipt establishes the first attempt at delivery was made (2) by 24 hour nationally reputable private courier delivery service (i.e., Federal Express, UPS, DHL), 24 hours after it is delivered to the private courier, (3) by hand delivery, upon delivery and acknowledgement of receipt by the party to whom it is delivered, (4) by facsimile, upon documented receipt of successful transmission or (5) by email, with proof of delivery receipt. Notice shall be provided to ARK MANUFACTURING at ARK MANUFACTURING, LLC, 4400 N County Rd 1283, Midland, Texas 79707 and to Customer at the address identified on the front page of this agreement or at any other address subsequently provided to ARK MANUFACTURING by Customer by any method providing in this Section 25.

27. FORCE MAJEURE: If the performance by either party of any of its obligations (other than economic/payment obligations, which shall not be suspended under any circumstance) shall in any way be prevented, interrupted or hindered as a consequence of an Act of God, war, civil disturbance, riot, strike, lockout, fire, earthquake or other

natural calamities, legislation or restriction of any government or other authority, force majeure or any other circumstances beyond the reasonable control of such party, the obligations of the party concerned shall be wholly or partially suspended during the continuance and to the extent of such prevention of interruption or hindrance.

28. RESTRICTIONS ON EMPLOYMENT. Customer shall not employ any employee of ARK MANUFACTURING who performed work, directly or indirectly, on behalf or for the benefit of Customer for twelve months following the last date ARK MANUFACTURING’s employee performed such work.

29. CONFIDENTIALITY. Unless required by law or all bids are made known to all competing vendors as part of the bidding process, Customer shall keep all competitive bidding information submitted by ARK MANUFACTURING and all materials related to the Equipment confidential, regardless of whether said information is marked “Confidential”.

ARK MANUFACTURING’s bid materials, this Agreement, if different, and any derivative works resulting therefrom are confidential and proprietary to ARK MANUFACTURING. As such, Customer acknowledges the confidential and proprietary nature thereof and shall maintain its confidentiality, only use the confidential information for the purpose thereof, provide such confidential information only to those employees and other parties with the need to know and require all such individuals to be bound by the terms contained herein. These restrictions on use and disclosure shall not apply to any information (i) independently developed by Customer, as evidenced by documentation in its possession, or which is lawfully received free of restriction from another source having the right to so furnish such Information; (ii) after it has become generally available to the public without breach of this Agreement by Customer; or (iii) ordered or required to be released pursuant to applicable law, regulation, or a verifiable court order, provided that each party has been given notice of and, to the extent possible, an opportunity to contest such order. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, designs, works of authorship or other know how developed or created by ARK MANUFACTURING prior to or during the course of performing work for Customer, or developed jointly with Customer, shall belong exclusively to ARK MANUFACTURING. ARK MANUFACTURING shall have the exclusive right to, and shall bear all of the costs of, acquiring intellectual property rights, such as patents and copyrights, for any inventions or developments associated with this Agreement and the work or derivative work developed as a result thereof.

28. APPLICABILITY OF TERMS & CONDITIONS: The Terms shall be deemed accepted and binding upon Customer upon transfer of custody of the Sale equipment to the carrier for delivery to Customer’s receiving point, regardless of whether the Sale agreement is signed by Customer.

29. COUNTERPARTS: ARK MANUFACTURING’s work order, invoice or proposal and the Terms by reference therein, may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed to be one and the same agreement. Signatures of acceptance may be exchanged by facsimile, scan or e-mail, and each party agrees to be bound by its own telecopied or electronically submitted signature, and to accept the telecopy or electronic signature of the other party. Alternatively, acceptance of ARK MANUFACTURING’s work order, invoice or proposal and these terms and conditions by reference therein may be made by email acknowledgement.

30. DISCLAIMER. ARK MANUFACTURING MAKES NO WARRANTIES FOR ANY EQUIPMENT (SALE EQUIPMENT), MATERIALS OR SUPPLIES MANUFACTURED BY THIRD PARTIES, BUT WILL ASSIGN TO CUSTOMER ALL WARRANTIES OF THE MANUFACTURER(S) OF SUCH EQUIPMENT, MATERIALS OR SUPPLIES TO THE EXTENT SUCH WARRANTIES ARE ASSIGNABLE BY ARK MANUFACTURING TO CUSTOMER. ARK MANUFACTURING DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FURTHER, EXCEPT AS EXPRESSLY PROVIDED HEREIN, ARK MANUFACTURING MAKES NO WARRANTY CONCERNING, AND SHALL NOT BE LIABLE FOR ANY LOSS, COSTS, DAMAGES OR EXPENSES INCURRED OR SUSTAINED BY CUSTOMER RESULTING FROM ANY DEFECT IN EQUIPMENT (INCLUDING SALE EQUIPMENT), MATERIALS, SUPPLIES OR SERVICES FURNISHED BY OTHERS, WHETHER OR NOT REQUESTED BY ARK MANUFACTURING. Customer AGREES TO RELEASE ARK MANUFACTURING Group (as defined below) from liability for any and all damages whatsoever to property of any kind owned by, in the possession of or leased by Customer and those persons and entities Customer has the ability to bind by contract. Customer also AGREES TO DEFEND, INDEMNIFY AND HOLD ARK MANUFACTURING Group HARMLESS from and against any and all liability, claims, costs, expenses, attorney fees and damages whatsoever for personal injury, illness, death, property damage and loss arising from equipment that is the subject of any Sale and/or Services. Customer's release, defense, indemnity and hold harmless obligations will apply even if the liability and claims are caused by the sole, concurrent, active or passive negligence, fault or strict liability of one or more members of ARK MANUFACTURING Group, breach of contract or statute, the unseaworthiness of any vessel or any defect in the data, products, supplies, materials or equipment (including Sale equipment) furnished by ARK MANUFACTURING Group whether in the design, manufacture, maintenance or marketing thereof or from a failure to warn of such defect. Customer's release, defense, indemnity and hold harmless obligations apply whether the personal injury, illness, death, property damaged or loss is suffered by one or more members of Customer or any other person or entity and the Customer will support such obligations assumed herein with liability insurance to the maximum extent allowed by applicable law.