Best Energy Services, Inc. Sample Contracts

BACKGROUND ----------
Best Energy Services, Inc. • December 16th, 2010 • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH HYBROOK RESOURCES CORP. (to be renamed BEST ENERGY SERVICES, INC.), BOB BEEMAN DRILLING COMPANY and BEST WELL SERVICE, INC. (BORROWERS)...
Security Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

Revolving Credit, Term Loan and Security Agreement dated as of February 14, 2008 among HYBROOK RESOURCES CORP. (to be renamed BEST ENERGY SERVICES, INC. on the Closing Date), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”), and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

BACKGROUND
Loan and Security Agreement • July 19th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THE PROPERTY OPTION AGREEMENT WILLIAM A. HOWELL AND HRE EXPLORATION LTD. THE NOR MINERAL PROPERTY PROVINCE OF BRITISH COLUMBIA
Option Agreement • April 25th, 2007 • Hybrook Resources Corp. • British Columbia

HRE EXPLORATION LTD.., a body corporate, incorporated under the laws of British Columbia and having offices located at 401 - 1917 West 4th Avenue, Vancouver, British Columbia, V6T 1M7, Canada;

EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Employment Agreement (“Agreement”), dated as of April 1, 2010 (“Effective Date”) by and between Best Energy Services, Inc., a Delaware corporation (“Employer” or the “Company”), and Eugene Allen (“Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 22nd, 2008 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

EMPLOYMENT AGREEMENT, dated as of March 5, 2008, by and between Best Energy Services, Inc., a Nevada company with offices at 1010 Lamar Suite 1200 Houston, Texas 77002 (“BES” or the “Company”), and James W. Carroll (the “Employee”).

Escrow Agreement
Escrow Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Escrow Agreement (the “Agreement”), dated as of February 14, 2008 (the “Closing Date”), by and among (i) Best Energy Services, Inc., a Nevada corporation (“Buyer”), (ii) Robert L. Beeman, a resident of Moab, Utah (“Seller”), and (iii) JPMorgan Chase Bank, N.A., a national banking association, as escrow agent (“Escrow Agent”).

COLLATERAL ASSIGNMENT
Collateral Assignment • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of Assignor to Assignee and Lenders (as defined below), now existing or hereafter arising under any agreement among Assignor and BEST WELL SERVICE, INC. (“BWS”) and BOB BEEMAN DRILLING COMPANY (“BBD” and together with Assignor and BWS, the “Borrowers”), Lenders and Assignee, including, without limitation, that certain Revolving Credit, Term Loan and Security Agreement dated as of February 14, 2008, among Borrowers, the financial institutions named therein or which hereafter become a party thereto (“Lenders”), and Assignee as agent for Lenders (as amended, modified, restated or supplemented from time to time, the “Loan Agreement”), Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns, all of its rights, but not its obligations, under that certain Stock Purchase Agreement dated as of February 14, 2008, between Assignor and Tony Bruce, a resident of Liberal, Kans

This Agreement ("Agreement") dated January 20, 2009 is made and entered into
Agreement • April 15th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

between Best Energy Services, Inc., a Nevada corporation with offices at 1010 Lamar, Suite 1200 Houston, Texas 77002 ("BES" or the "Company"), and Larry W. Hargrave ("Hargrave") as follows:

Noncompetition, Nondisclosure and Nonsolicitation Agreement
Noncompetition, Nondisclosure and Nonsolicitation Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Noncompetition, Nondisclosure and Nonsolicitation Agreement (this “Agreement”) is made as of February 14, 2008, by and between Best Energy Services, Inc., a Nevada corporation (“Buyer”), and Robert L. Beeman (“Seller”).

TERM NOTE
Hybrook Resources Corp. • February 21st, 2008 • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Term Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of the date hereof (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among HYBROOK RESOURCES CORP. (to be renamed BEST ENERGY SERVICES, INC.), a Nevada corporation (“Best”), BOB BEEMAN DRILLING COMPANY, a Utah corporation (“BBD”) and BEST WELL SERVICE, INC., a Kansas corporation (“BWS” and together with Best and BBD, each a “Borrower” and jointly and severally, the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various other financial institutions named therein or which hereafter become a party thereto (together with PNC, collectively, the “Lenders”) and PNC as agent for the Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

Release
Release • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Release is being executed and delivered in accordance with Section 2.4(a)(ii) of the Stock Purchase Agreement dated February 14, 2008 (the “Agreement”) by and between Best Energy Services, Inc., a Nevada corporation ("Buyer") and Tony Bruce, a resident of Liberal, Kansas ("Seller"). The undersigned (“Shareholder”) is the sole shareholder of Best Well Service, Inc., a Kansas corporation (the “Company”) and will directly benefit from the Agreement, including receiving the Purchase Price. Capitalized terms used in this Release without definition have the respective meanings given to them in the Agreement.

Contract
Term Loan and Security Agreement • February 19th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
LEASE AGREEMENT By and Between ROBERT L. BEEMAN (Landlord) And BEST ENERGY SERVICES, INC. (Tenant). Effective February 14, 2008
Agreement of Lease • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This Agreement of Lease (“Lease”) is made this 14th day of February, 2008, between Robert L. Beeman (hereinafter referred to as "Landlord"), and Best Energy Services, Inc., a Nevada corporation, (hereinafter referred to as "Tenant").

Stock Purchase Agreement
Stock Purchase Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Stock Purchase Agreement (“Agreement”) is made as of February 14, 2008, by and between (i) Best Energy Services, Inc., a Nevada corporation (“Buyer”), and (ii) Tony Bruce, a resident of Liberal, Kansas (“Seller”).

RENEWAL AND EXTENSION AGREEMENT
Renewal and Extension Agreement • April 27th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

This Renewal and Extension Agreement is entered into effective as of April 7, 2010 between Best Energy Services, Inc. (“Company”) and James Byrd, Jr. (“Byrd”)

TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • January 14th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS WAIVER AND AMENDMENT NO. 5 (this “Agreement”) is entered into as of January 13, 2010, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

Asset Purchase Agreement
Asset Purchase Agreement • March 4th, 2008 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Asset Purchase Agreement (“Agreement”) is made as of February 27, 2008, by and among (i) Best Energy Service, Inc., a Nevada corporation (“Buyer”), and (ii) Robert L. Beeman d/b/a BB Drilling Co. (“Seller”).

COMMON STOCK PURCHASE WARRANT To Purchase ____________ Shares of Common Stock of BEST ENERGY SERVICES, INC.
Best Energy Services, Inc. • March 26th, 2010 • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ____________________________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on January ___, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BEST ENERGY SERVICES, INC., a Nevada corporation (the “Company”), up to ______________ shares (the “Warrant Shares”) of common stock, par value $0.001 per share of the Company (the “Common Stock”). The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(c).

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CONSULTING AGREEMENT
Consulting Agreement • January 26th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Consulting Agreement (this “Agreement”) is entered into as of January 20, 2009 (the “Effective Date”), between Best Energy Services, Inc., a Nevada corporation with offices at 1010 Lamar,

Attention: Mr. Larry Hargrave
Hybrook Resources Corp. • February 21st, 2008 • Mining & quarrying of nonmetallic minerals (no fuels)

This will confirm the understanding and agreement (this "Agreement") between Andrew Garrett, Inc. and its affiliates (collectively, the "Placement Agent"), and Best Energy Services, Inc. and its affiliates (collectively, the "Company") as follows:

WAIVER AND AMENDMENT NO. 1 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • April 16th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS WAIVER AND AMENDMENT NO. 1 (this “Agreement”) is entered into as of April 15, 2009, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”), and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 26th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into this ___ day of February, 2010 by and between Best Energy Services, Inc., a Nevada corporation (the "Company"), and the undersigned (the “Purchaser”).

AMENDMENT NO. 4 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • November 19th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS AMENDMENT NO. 4 (this “Agreement”) is entered into as of November 9, 2009, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

This Agreement ("Agreement") dated January 21, 2009 is made and entered into between
Agreement • April 15th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

this Agreement and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby contract, covenant, and agree as follows:

Asset Purchase Agreement
Asset Purchase Agreement • March 4th, 2008 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
AMENDED AND RESTATED TERM NOTE
Term Note • April 16th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Amended and Restated Term Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of February 14, 2008 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among BEST ENERGY SERVICES, INC. (f/k/a HYBROOK RESOURCES CORP.), a Nevada corporation (“Best”), BOB BEEMAN DRILLING COMPANY, a Utah corporation (“BBD”) and BEST WELL SERVICE, INC., a Kansas corporation (“BWS” and together with Best and BBD, each a “Borrower” and jointly and severally, the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various other financial institutions named therein or which hereafter become a party thereto (together with PNC, collectively, the “Lenders”) and PNC as agent for the Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

WAIVER AND AMENDMENT NO. 10 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • May 17th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS WAIVER AND AMENDMENT NO. 10 (this “Agreement”) is entered into as of May 7, 2010, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

AMENDMENT NO. 9 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • March 17th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS AMENDMENT NO. 9 (this “Agreement”) is entered into as of March 16, 2010, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

Employment Agreement
Employment Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Employment Agreement (“Agreement”), dated as of February 14, 2008 (the “Effective Date”), is made between Best Energy Services, Inc., a Nevada corporation (the “Company”), and Tony Bruce (the “Executive”).

AMENDMENT NO. 3 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • November 18th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS AMENDMENT NO. 3 (this “Agreement”) is entered into as of October 19, 2009, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

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