CREDIT AGREEMENT dated as of August 2, 2010 Among FORUM ENERGY TECHNOLOGIES, INC. as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and Swing Line Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. AND...Credit Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • New York
This CREDIT AGREEMENT dated as of August 2, 2010 (the “Agreement”) is among (a) Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), (b) the Lenders (as defined below), (c) the Issuing Lenders (as defined below), and (d) Wells Fargo Bank, National Association as a Swing Line Lender (as defined below), and as Administrative Agent (as defined below) for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Texas
SUBSCRIPTION AGREEMENT between FORUM ENERGY TECHNOLOGIES, INC. and JAMES L. MCCULLOCH October 25, 2010Subscription Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2010 (the “Effective Date”), by and between Forum Energy Technologies, Inc., a Delaware corporation (the “Corporation”), and James L. McCulloch (the “Investor”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment
This Indemnification Agreement (“Agreement”) is made and entered into as of this day of 2010, by and among Forum Energy Technologies, Inc. (the “Company”), a Delaware corporation, and (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment
This Indemnification Agreement (“Agreement”) is made and entered into as of this 2nd day of August 2010, by and among Forum Energy Technologies, Inc. (the “Company”), a Delaware corporation, and C. Christopher Gaut (“Indemnitee”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF FORUM ENERGY TECHNOLOGIES, INC., A Delaware CorporationStockholders Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of August 2, 2010, is adopted, executed and agreed to, for good and valuable consideration, by and among Forum Energy Technologies, Inc. a Delaware corporation (the “Company”), and the persons listed as “Stockholders” on the signature pages hereto.
FORM OF NONSTATUTORY STOCK OPTION AGREEMENTForm of Nonstatutory • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Delaware
This Nonstatutory Stock Option Agreement (this “Agreement”) is made as of , 20 (the “Date of Grant”), between Forum Energy Technologies, Inc., a Delaware corporation (the “Company”), and (“Employee”).
COMBINATION AGREEMENT By and Among FORUM OILFIELD TECHNOLOGIES, INC., ALLIED PRODUCTION SERVICES, INC., ALLIED MERGER SUB, LLC, GLOBAL FLOW TECHNOLOGIES, INC., GLOBAL FLOW MERGER SUB, LLC, SUBSEA SERVICES INTERNATIONAL, INC., SUBSEA MERGER SUB, LLC,...Combination Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Texas
This Combination Agreement, dated as of July 16, 2010 (this “Agreement”), is by and among Forum Oilfield Technologies, Inc., a Delaware corporation (“Forum”), Allied Production Services, Inc., a Delaware corporation (“Allied”), Allied Merger Sub, LLC, a Delaware limited liability company (“Allied Merger Sub”), Global Flow Technologies, Inc., a Delaware corporation (“Global Flow”), Global Flow Merger Sub, LLC, a Delaware limited liability company (“Global Flow Merger Sub”), Subsea Services International, Inc., a Delaware corporation (“Subsea”), Subsea Merger Sub, LLC, a Delaware limited liability company (“Subsea Merger Sub”), Triton Group Holdings LLC, a Delaware limited liability company (“Triton”), Triton Merger Sub, LLC, a Delaware limited liability company (“Triton Merger Sub” and together with Allied Merger Sub, Global Flow Merger Sub and Subsea Merger Sub, the “Merger Subs”) and SCF-VII, L.P., a Delaware limited partnership (“SCF-VII”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Texas
FORUM ENERGY TECHNOLOGIES, INC. a Delaware corporation SUBSCRIPTION AGREEMENT August 20, 2010Subscription Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2010 (the “Effective Date”), by and between FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (the “Corporation”), and the investor listed on Annex A attached hereto (the “Investor”).
AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • New York
This Agreement and Amendment No. 1 to Credit Agreement (this “Agreement”) dated as of June 29, 2011 (the “Effective Date”) is among Forum Energy Technologies, Inc. (the “Borrower”), the Lenders (as defined below), the Issuing Lenders (as defined below), and Wells Fargo Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
SECONDMENT AGREEMENTSecondment Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Texas
This Secondment Agreement (this “Agreement”) is entered into effective as of August 2, 2010 (the “Effective Date”), among L. E. Simmons & Associates, Incorporated (“SCF”), Forum Energy Technologies, Inc. (the “Company”) and Patrick Connelly (“Mr. Connelly”). SCF, the Company and Mr. Connelly are referred to individually herein as a “Party” and collectively as the “Parties.”
FORM OF NONSTATUTORY STOCK OPTION AGREEMENTForm of Nonstatutory • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Delaware
This Nonstatutory Stock Option Agreement (this “Agreement”) is made as of , 20 (the “Date of Grant”), between Forum Energy Technologies, Inc., a Delaware corporation (the “Company”), and (“Director”).
FORUM ENERGY TECHNOLOGIES, INC. FORM OF WARRANT AGREEMENT FOR THE PURCHASE OF SHARES OF COMMON STOCKWarrant Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Delaware
BY THIS WARRANT AGREEMENT (this “Warrant Agreement”), FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Persons listed on the signature page hereto (along with their registered permitted assigns, each a “Holder”), are entitled to subscribe for and purchase from the Company, subject to the terms and conditions set forth herein, the respective number (subject to adjustment as set forth herein) of fully paid and non-assessable shares (the “Shares”) of the Company’s Common Stock (as defined herein) as set forth on Schedule 1 hereto, at a price per share equal to $284.29 per Share (the “Exercise Price”), subject to adjustment and escalation as set forth herein.
FORM OF RESTRICTED STOCK AGREEMENTForm of Restricted Stock Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Delaware
This Restricted Stock Agreement (this “Agreement”) is made as of the day of , 20 (the “Date of Grant”), between Forum Energy Technologies, Inc., a Delaware corporation (the “Company”), and (the “Employee”).
PURCHASE AND SALE AGREEMENT among Davis-Lynch Holding Co., Inc., A Texas corporation, as Seller Carl A. Davis, as Shareholder and Forum Energy Technologies, Inc., a Delaware corporation as Buyer Dated as of June 25, 2011Purchase and Sale Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Texas
THIS PURCHASE AND SALE AGREEMENT is entered into on the 25th day of June, 2011, among Davis-Lynch Holding Co., Inc., a Texas corporation (the “Seller”), Carl A. Davis, a resident of Harris County, Texas (the “Shareholder”), and Forum Energy Technologies, Inc., a Delaware corporation (the “Buyer”).
FORUM OILFIELD TECHNOLOGIES, INC. a Delaware corporation SUBSCRIPTION AGREEMENT July 16, 2010Subscription Agreement • September 1st, 2011 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2010 (the “Effective Date”), by and among FORUM OILFIELD TECHNOLOGIES, INC., a Delaware corporation (the “Corporation”), and each of the investors executing this Agreement as of the date hereof (and listed on Annex A attached hereto) or hereafter included as an investor in connection with an amendment hereto, each of whom is herein referred to as an “Investor” and all of whom are collectively referred to as “Investors.”
