In performing the Services for the Company pursuant to this Agreement, you shall act in the capacity of an independent contractor with respect to the Company, and you shall not be deemed to be an employee or agent of the Company.

During the period commencing on the day immediately after the Separation Date and ending on the second anniversary of the Separation Date (the “Consulting Term”), the Company hereby agrees to engage Executive as an independent contractor, and Executive hereby accepts such engagement as an independent contractor, upon the terms and conditions set forth in this Agreement (the “Consulting Arrangement”).

CONSULTANT’S INDEPENDENT CONTRACTOR STATUS. The Company and Consultant mutually intend that this Agreement establish between them an independent contractor relationship. All of the terms and conditions of this Agreement will be interpreted in light of that relationship. There is no intention to create by this Agreement an employer-employee relationship. Consultant will have no authority to bind the Company to any obligation or liability. The Company agrees that it will have no right to control or direct the details, manner or means by which Consultant accomplishes the results of the Services he performs under this Agreement. Consultant will use his own means and methods to perform the Services covered by this Agreement. However, on the projects accepted by Consultant, Consultant agrees to perform services according to the format that may be prescribed by regulations applicable to the project and according to ordinary business customs in the oil and gas/oilfield services industries. Subject to the restrictions in Section 9 of this Agreement, the Company does not have the exclusive right to Consultant’s services. Subject to the restrictions in Section 9 of this Agreement, Consultant may accept assignments from other companies or persons during the time Consultant is performing the Services for the Company, provided that such assignments do not represent a conflict of interest as to Consultant’s duties to the Company and would not create a situation in which it would be likely to breach Consultant’s obligations to protect the Company’s Confidential Information (as defined below), and as long as Consultant informs the Company of any assignments undertaken in the same general business area as that engaged in by the Company.

Consultant. A person or entity rendering consulting or advisory services to the Company or an Affiliate who is not an “employee” for purposes of employment tax withholding under the Code or a director of the Company or an Affiliate.

Construction Consultant. ​ acknowledges that # the Construction Consultant has been retained by ​ to act as a consultant and only as a consultant to ​ in connection with the construction of the Improvements and has no duty to ​, # the Construction Consultant shall in no event have any power or authority to give any approval or consent or to do any other act or thing which is binding upon ​, # ​ reserves the right to make any and all decisions required to be made by ​ under this Agreement and to give or refrain from giving any and all consents or approvals required to be given by ​ under this Agreement and to accept or not accept any matter or thing required to be accepted by ​ under this Agreement, and without being bound or limited in any manner or under any circumstance whatsoever by any opinion expressed or not expressed, or advice given or not given, or information, certificate or report provided or not provided, by the Construction Consultant with respect thereto, # ​ reserves the right in its sole and absolute discretion to disregard or disagree, in whole or in part, with any opinion expressed, advice given or information, certificate or report furnished or provided by the Construction Consultant to ​ or any other person or party, and # ​ reserves the right to replace the Construction Consultant with another construction consultant at any time and without prior notice to or approval by ​.

By Consultant. Consultant shall not assign or delegate this Agreement or any right or interest under this Agreement without the Company’s prior written consent.

By Consultant. Consultant may terminate this Agreement at any time upon two weeks advance written notice to ​.

Consultant Representations. Consultant hereby represents and warrants to Company that # Consultant has the right to enter into this Agreement; # it is the sole and exclusive owner of the Inventions and the Written Data, or is a joint owner with other employees or consultants of Company, and has the free, clear, and absolute right to sell, transfer, assign and convey all rights therein to Company; and # it will not bring or cause to be brought a copyright, trademark, patent, trade secret or other proprietary rights infringement suit against Company involving any Invention or Written Data against Company.

Independent Contractor Status. CONSULTANT understands and agrees that CONSULTANT is an independent contractor and not an employee of ​ and that Page 4 of NUMPAGES 17

(A) hire or engage the services of any officer, employee, independent contractor or consultant, except any such person already engaged or any new officer, employee, independent contractor or consultant reasonably necessary to continue to operate the businesses of each of the Company and Parent in the Ordinary Course of Business, # enter into any employment, severance or other Contract with any officer, employee, independent contractor or consultant; # grant or provide any severance or termination payments or benefits to any director, officer, employee, independent contractor or consultant, or # discretionarily accelerate the vesting or payment of any equity or equity-based award held by any director, officer, employee, independent contractor or consultant;