Exhibit 10.1

Execution Version

REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of June 22, 2010, by and between Oasis Petroleum Inc., a Delaware corporation (the “ Company ”), and OAS Holding Company LLC, a Delaware limited liability company (“ Holding ”).

W I T N E S S E T H :

      WHEREAS, the Company and Holding have entered into a Contribution Agreement dated the date hereof (the “ Contribution Agreement ”) pursuant to which, among other things, Holding will contribute to the Company 100% of the membership interests in Oasis Petroleum LLC in exchange for common stock of the Company, $0.01 per share par value (“ Common Stock ”);

      WHEREAS , Holding would not enter into the transactions contemplated by the Contribution Agreement without this Agreement which requires the Company to register for resale to the public the Common Stock that it receives in the transactions contemplated by the Contribution Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Unless otherwise defined herein, as used in this Agreement, the following terms shall have the following meanings:

     “ Affiliate ” means, as to any specified Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, (ii) any executive officer, director, trustee or general partner of the specified Person and (iii) any legal entity for which the specified Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether by contract, through the ownership of voting securities, partnership interests or other equity interests or otherwise.

     “ Agreement ” is defined in the introductory paragraph of this Agreement.

     “ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close.

     “ Commission ” means the Securities and Exchange Commission.

     “ Common Stock ” is defined in the recitals of this Agreement.

     “ Company ” is defined in the introductory paragraph of this Agreement, and includes any successor thereto.

     “ Controlling Person ” is defined in Section 5(a) .

     “ Demand Date ” is the date that Holding demands mandatory shelf registration rights pursuant to Section 2(a) .

     “ End of Suspension Notice ” is defined in Section 4(b) .

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto.

     “ FINRA ” means the Financial Industry Regulatory Authority.

     “ Free Writing Prospectus ” means a free writing prospectus, as defined in Rule 405 under the Securities Act.

     “ Holding ” is defined in the recitals of this Agreement.

     “ Indemnified Party ” is defined in Section 5(c) .

     “ Indemnifying Party ” is defined in Section 5(c) .

     “ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.

     “ Liabilities ” is defined in Section 5(a) .

     “ Lock-up Expiration Date ” is defined in Section 2(a) .

      “ Mandatory Shelf Registration Statement ” is defined in Section 2(a) .

     “ No Objections Letter ” is defined in Section 3(t) .

     “ Permitted Free Writing Prospectus ” is defined in Section 3 .

     “ Person ” means an individual, limited liability company, partnership, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity.

     “ Piggyback Registration Statement ” is defined in Section 2(b) .

     “ Prospectus ” means the prospectus included in any Registration Statement, including any preliminary prospectus, and all other amendments and supplements to any such prospectus,

including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus.

     “ Purchaser Indemnitee ” is defined in Section 5(a) .

     “ Registrable Shares ” means the shares of Common Stock issued to Holding in connection with the Transaction, and any shares or other securities issued in respect of such Registrable Shares because of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement of such Registrable Shares or any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Stock, until, with respect to a Registrable Share, the earliest to occur of:

     (i) the date on which it has been sold pursuant to a Registration Statement or eligible for sale pursuant to Rule 144 (or any successor provision) under the Securities Act without restriction pursuant to such rule on the volume of securities that may be sold in any single transaction; or

     (ii) the date on which it is sold to the Company or its subsidiaries.

     “ Registration Expenses ” means any and all expenses incident to the performance of or compliance with this Agreement, including: (i) all Commission, securities exchange, FINRA registration, listing, inclusion and filing fees, (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or blue sky laws (including any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on the New York Stock Exchange pursuant to Section 3(n) , (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance) and (vi) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement), provided, however , that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Shares by Holding and the fees and disbursements of any counsel to Holding other than as provided for in clause (v) above.

     “ Registration Statement ” means any Mandatory Shelf Registration Statement or Piggyback Registration Statement.

     “ Rule 144 ”, “ Rule 158 ”, “ Rule 415 ”, or “ Rule 424 ”, respectively, means such specified rule promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

     “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder.

     “ Suspension Event ” is defined in Section 4(b) .

     “ Suspension Notice ” is defined in Section 4(b) .

     “ Underwriting Agreement ” is defined in Section 2(a) .

     “ Underwritten Offering ” means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.

2. Registration Rights .

     (a)  Mandatory Shelf Registration Rights . At any time after the expiration of the restrictions set forth in Section 3 of the Underwriting Agreement (the “ Underwriting Agreement ”), dated June 16, 2010, by and among the Company, Holding, and the Underwriters party thereto (the “ Lock-up Expiration Date ”), Holding may demand that the Company file with the Commission a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the resale of the Registrable Shares pursuant to Rule 415 of the Securities Act from time to time by Holding (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “ Mandatory Shelf Registration Statement ”). If the Company has an effective Mandatory Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company shall promptly give notice of such eligibility to Holding and may, in its sole discretion, convert such Mandatory Shelf Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless Holding notifies the Company within 10 Business Days of receipt of the Company notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case the Company will delay the conversion of the Mandatory Shelf Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate.

          (i) Effectiveness and Scope . The Company shall use its commercially reasonable efforts to cause the Mandatory Registration Statement to be declared effective by the Commission within 120 days following the Demand Date and to remain effective until the date on which all Shares in respect thereof cease to be Registrable Shares. The Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including an Underwritten Offering, a direct sale to

purchasers, a sale through brokers or agents, or a sale over the internet), by Holding, as agreed to by Holding and its counsel.

          (ii) Underwriting . If Holding proposes to conduct an Underwritten Offering under the Mandatory Shelf Registration Statement, Holding shall advise the Company of the managing underwriters for such proposed Underwritten Offerings. In such event, the Company shall enter into an underwriting agreement in customary form with the managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 5 and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and disposition of the Registrable Shares included in such Underwritten Offering; provided, however , that the Company shall be required to cause appropriate officers of the Company or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering only if Holding and any other Persons, if any, who are participating in the Underwritten Offering reasonably anticipate gross proceeds from such Underwritten Offering of at least $20 million; provided, further , the Company shall not be required to cause such officers of the Company or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering more than twice in a 365 day period. If Holding proposes to distribute its Registrable Shares through such Underwritten Offering, it shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however , that Holding shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters. Notwithstanding any other provision of this Agreement, with respect to an Underwritten Offering in connection with the Mandatory Shelf Registration Statement, if the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included in such Underwritten Offering, then the managing underwriters may exclude shares (including Registrable Shares) from the Underwritten Offering, and any shares included in the Underwritten Offering shall be allocated to Holding to the extent of its requested amount of Registrable Shares to be included in the Underwritten Offering.

     (b)  Piggyback Registration Rights .

          (i) Piggyback Registration . If, after the date hereof, the Company proposes (A) to file a registration statement under the Securities Act providing for a public offering of the Company’s equity securities, other than a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “ Piggyback Registration Statement ”) or (B) conduct and Underwritten Offering pursuant to a Piggyback Registration Statement, the Company will notify Holding of the proposed filing and Holding shall be given an opportunity to include in such Piggyback Registration Statement or

Underwritten Offering, as applicable, all or any part of Holding’s Registrable Shares; provided, however , that the Company shall not be required to provide such notice and Holding shall not be given an opportunity to include in such Piggyback Registration Statement to the extent Company has been advised by the managing underwriter of such Underwritten Offering that the inclusion of any Registrable Shares for sale for the benefit of Holding will have a materially adverse effect on the price, timing, marketing or distribution of the Common Stock. If EnCap Energy Capital Fund VI, L.P. (“ EnCap ”) has an Affiliate who is an officer or director of the Company, within ten (10) Business Days after delivery of the above-described notice by the Company, Holding has the right to notify the Company in writing of its intention to include Registrable Shares in the Piggyback Registration Statement or Underwritten Offering, as applicable, and, in such notice, shall inform the Company of the number of Registrable Shares Holding wishes to include in such Piggyback Registration Statement or Underwritten Offering, as applicable, and provide, as a condition to such inclusion, such information regarding itself and its Registrable Shares as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Registrable Shares; provided, however, if EnCap does not have an Affiliate who is an officer or director of the Company, Holding shall provide such notice within three (3) Business Days (or one (1) Business Day in the case of an “overnight” offering or “bought deal”) after delivery of the above-described notice by the Company. If such written notification of Holding’s intent to include shares in such Piggyback Registration Statement or Underwritten Offering, as applicable, is not received by the Company within the time-frame specified in the immediately preceding sentence, Holding shall have no right to include Registrable Shares in such Piggyback Registration Statement or Underwritten Offering, as applicable. Inclusion of any Registrable Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement, at which time the Company may remove from the Mandatory Shelf Registration Statement such Registrable Shares.

               (A)  Right to Terminate Piggyback Registration . At any time, the Company may terminate or withdraw any Piggyback Registration Statement referred to in this Section 2(b)(i) , and without any obligation to Holding whether or not Holding has elected to include Registrable Shares in such registration. The Company may suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time whether or not Holding has elected to include Registrable Shares in such registration.

               (B)  Underwriting . Any notice provided to Holding by the Company pursuant to Section 2(b)(i) in connection with an Underwritten Offering shall advise Holding of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. The right of Holding’s Registrable Shares to be included in any Piggyback Registration Statement pursuant to this Section 2(b)(i) shall be conditioned upon participation in such Underwritten Offering and the inclusion of Holding’s Registrable Shares in the Underwritten Offering to the extent provided herein. Holding, if distributing Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion

in the Registration Statement; provided, however , that Holding shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters. Notwithstanding any other provision of this Agreement, if the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriters may exclude shares (including Registrable Shares) from the Piggyback Registration Statement and the Underwritten Offering, and any Shares included in the Piggyback Registration Statement and the Underwritten Offering shall be allocated, first , to the Company, and second , to Holding, and third , to any other Person included in such Piggyback Registration Statement. If Holding disapproves of the terms of any Underwritten Offering, Holding may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least 10 Business Days before the effective date of the Piggyback Registration Statement. Any Registrable Shares excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from the Piggyback Registration Statement.

               (C)  Hold-Back Agreement . By electing to include Registrable Shares in an Underwritten Offering pursuant to a Piggyback Registration Statement, Holding shall be deemed to have agreed not to effect any sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during such periods as reasonably requested (but in no event longer than 30 days before or 60 days following the pricing of such Underwritten Offering, provided each of the executive officers and directors of the Company who holds shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company is subject to the same restriction for the entire time period required of Holding hereunder) by the representatives of the underwriters.

               (D)  Termination of Piggyback Registration Rights . The Piggyback Registration rights granted pursuant to this Section 2(b) shall terminate on the third anniversary of the Lock-up Expiration Date.

               (E)  Mandatory Shelf Registration not Impacted by Piggyback Registration Statement . The Company’s obligation to file any Mandatory Shelf Registration Statement shall not be affected by the filing or effectiveness of the Piggyback Registration Statement.

     (c)  Expenses . The Company shall pay all Registration Expenses in connection with the registration of the Registrable Shares pursuant to this Agreement. Holding, if participating in a registration pursuant to this Section 2 , shall bear all discounts and commissions payable to underwriters or brokers and all transfer taxes in connection with a registration of Holding’s Registrable Shares pursuant to this Agreement and any other expense of Holding not specifically allocated to the Company pursuant to this Agreement relating to the sale or disposition of Holding’s Registrable Shares pursuant to any Registration Statement. Nothing herein shall require the Company to pay any expenses, fees, or costs relating to counsel for Holding unless required pursuant to Section 5(c) .

     (d)  No Additional Demand Registration Rights . Unless otherwise consented to by Holding, which consent shall be unreasonably withheld, the Company shall not grant to any other Person a demand registration right to register Common Stock for sale to the public in an Underwritten Offering or a continuous offering under Rule 415 of the Securities Act.

3. Registration Procedures . In connection with the obligations of the Company with respect to any registration pursuant to this Agreement, the Company shall:

     (a) prepare and file with the Commission, as specified in this Agreement, each Registration Statement, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith, and use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable after filing and to remain effective as appropriate;

     (b) subject to Section 3(i) , (i) prepare and file with the Commission such amendments and post-effective amendments to each such Registration Statement as may be necessary to keep such Registration Statement effective and accurate as appropriate, (ii) cause each Prospectus contained therein to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities Act, (iii) promptly amend or supplement each such Registration Statement to include the Company’s quarterly and annual financial information and other material developments (until the Company is eligible to incorporate such information by reference into the Registration Statement), during which time sales of the Registrable Shares under the Registration Statement will be suspended until such amendment or supplement is filed and effective, and (iv) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by Holding;

     (c) furnish to Holding, without charge, as many copies of each Prospectus, including each preliminary Prospectus, any Permitted Issuer Free Writing Prospectus, and any amendment or supplement thereto and such other documents as Holding may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; the Company hereby consents to the use of such Prospectus, including each preliminary Prospectus, and any Permitted Issuer Free Writing Prospectus by Holding in connection with the offering and sale of the Registrable Shares covered by any such Prospectus;

     (d) use its commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such domestic jurisdictions as Holding shall reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and do any and all other acts and things that may be reasonably necessary or advisable to enable Holding to consummate the disposition in each such jurisdiction of such Registrable Shares owned by Holding; provided, however , that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Section 3(d) , (ii) subject itself to

taxation in any such jurisdiction, or (iii) submit to the general service of process in any such jurisdiction;

     (e) use its commercially reasonable efforts to cause all Registrable Shares covered by such Registration Statement to be registered and approved by such other domestic governmental agencies or authorities, if any, as may be necessary to enable Holding to consummate the disposition of such Registrable Shares;

     (f) notify Holding promptly (i) when such Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, (iii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or related Prospectus or any Issuer Free Writing Prospectus or for additional information, and (iv) of the happening of any event during the period such Registration Statement is effective as a result of which such Registration Statement or the related Prospectus or any Permitted Issuer Free Writing Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (which information shall be accompanied by an instruction to suspend the use of the Registration Statement and the Prospectus and such Permitted Issuer Free Writing Prospectus until the requisite changes have been made);

     (g) use its commercially reasonable efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of a Registration Statement or suspending the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable;

     (h) upon written request, furnish to Holding, without charge, at least one conformed copy of such Registration Statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

     (i) except as provided in Section 4 , upon the occurrence of any event contemplated by Section 3(f)(iv) , use its commercially reasonable efforts to promptly prepare a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any Permitted Issuer Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such Prospectus or Permitted Issuer Free Writing Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, upon request, promptly furnish to Holding a reasonable number of copies of each such supplement or post-effective amendment;

     (j) if requested by the representative of the underwriters, if any, or Holding, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such material information as the representative of the underwriters, if any, or Holding indicate relates to them or otherwise reasonably request be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

     (k) in the case of an Underwritten Offering, use its commercially reasonable efforts to furnish or caused to be furnished to Holding and the underwriters a signed counterpart, addressed to Holding and the underwriters, of: (i) an opinion of counsel for the Company, dated the date of each closing under the underwriting agreement, reasonably satisfactory to the underwriters; (ii) a “comfort” letter, dated the date of the Underwriting Agreement and the date of each closing under the underwriting agreement, signed by the independent public accountants who have certified the Company’s financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement (and the Prospectus included therein) and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings of securities, and such other financial matters as the underwriters may reasonably request and customarily obtained by underwriters in underwritten offerings, provided that, to be an addressee of the comfort letter, Holding may be required to confirm that it is in the category of persons to whom a comfort letter may be delivered in accordance with applicable accounting literature; and (iii) a “comfort” letter, dated the date of the Underwriting Agreement and the date of each closing under the underwriting agreement, signed by the independent petroleum engineering consultants who have evaluated the Company’s oil and gas reserves included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement (and the Prospectus included therein) and with respect to events subsequent to the date of its evaluation of such oil and gas reserves, as are customarily covered in engineers’ letters delivered to underwriters in underwritten public offerings of securities, and such other related matters as the underwriters may reasonably request and customarily obtained by underwriters in underwritten offerings;

     (l) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement in customary form) and take all other action in connection therewith to expedite or facilitate the distribution of the Registrable Shares included in such Registration Statement and, in the case of an Underwritten Offering, make representations and warranties to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same to the extent customary if and when requested;

     (m) in connection with an Underwritten Offering, use its commercially reasonable efforts to make available for inspection by the representative of any underwriters participating in any disposition pursuant to a Registration Statement, all financial and other records, pertinent corporate documents and properties of the Company and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representatives, the representative of the underwriters, counsel thereto or accountants in connection with a Registration Statement; provided, however , that such records, documents or information that the Company determines, in good faith, to be confidential and notifies such representatives, representative of the underwriters, counsel thereto or accountants are confidential shall not be disclosed by the representatives, representative of the underwriters, counsel thereto or accountants unless (i) the disclosure of such records, documents or information is necessary to avoid or correct a misstatement or omission in a Registration Statement or Prospectus, (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents or information have been generally made available to the public; provided further , that to the extent practicable, the foregoing inspection and information gathering shall be

coordinated on behalf of Holding and the other parties entitled thereto by one counsel designated by and on behalf of Holding and the other parties, which counsel the Company determines in good faith is reasonably acceptable;

     (n) use its commercially reasonable efforts (including seeking to cure in the Company’s listing or inclusion application any deficiencies cited by the exchange or market) to list or include all Registrable Shares on the New York Stock Exchange and thereafter maintain the listing on such exchange or market when such Registrable Shares are included in a Registration Statement;

     (o) use its commercially reasonable efforts to prepare and file in a timely manner all documents and reports required by the Exchange Act and, to the extent the Company’s obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires before the expiration of the effectiveness period of the Registration Statement as required by Section 2(a)(i) , the Company shall register the Registrable Shares under the Exchange Act and shall maintain such registration through the effectiveness period required by Section 2(a)(i) ;

     (p) provide a CUSIP number for all Registrable Shares not later than the effective date of the Registration Statement;

     (q) (i) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the Commission, (ii) make generally available to its stockholders, as soon as reasonably practicable, earnings statements covering at least 12 months that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and (iii) delay filing any Registration Statement or Prospectus or amendment or supplement to such Registration Statement or Prospectus to which Holding shall have reasonably objected on the grounds that such Registration Statement or Prospectus or amendment or supplement does not comply in all material respects with the requirements of the Securities Act, Holding having been furnished with a copy thereof at least three Business Days before the filing thereof, provided that the Company may file such Registration Statement or Prospectus or amendment or supplement following such time as the Company shall have made a good faith effort to resolve any such issue with Holding and shall have advised Holding in writing of its reasonable belief that such filing complies in all material respects with the requirements of the Securities Act;

     (r) cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement from and after a date not later than the effective date of such Registration Statement;

     (s) in connection with any sale or transfer of the Registrable Shares (whether or not pursuant to a Registration Statement) that will result in the securities being delivered no longer constituting Registrable Shares, cooperate with Holding and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any transfer restrictive legends (other than as required by the Company’s charter), and to enable such Registrable Shares to be in such denominations and registered in such names as the representative of the underwriters, if any, or Holding may request at least three Business Days before any sale of the Registrable Shares;

     (t) if required under the rules of FINRA, in connection with the initial filing of a Shelf Registration Statement and each amendment thereto with the Commission pursuant to Section 2(a) , cooperate with underwriter’s or other FINRA member’s counsel as reasonably necessary to prepare and, within one Business Day of such filing with the Commission, to file with FINRA all forms and information required or requested by FINRA in order to obtain written confirmation from FINRA that FINRA does not object to the fairness and reasonableness of the underwriting terms and arrangements (or any deemed underwriting terms and arrangements) (each such written confirmation, a “ No Objections Letter ”) relating to the resale of Registrable Shares pursuant to the Shelf Registration Statement, including, without limitation, information provided to FINRA through its COBRADesk system, and shall pay all costs, fees and expenses incident to FINRA’s review of the Shelf Registration Statement and the related underwriting terms and arrangements, including, without limitation, all filing fees associated with any filings or submissions to FINRA and the legal expenses, filing fees and other disbursements of any other FINRA member that is the holder of, or is affiliated or associated with an owner of, Registrable Shares included in the Shelf Registration Statement (including in connection with any initial or subsequent member filing); and

     (u) upon effectiveness of the first Registration Statement filed under this Agreement, if necessary, the Company will take such actions and make such filings as are necessary to effect the registration of the Common Stock under the Exchange Act simultaneously with or immediately following the effectiveness of the Registration Statement.

     The Company may require Holding to furnish to the Company such information regarding the proposed distribution by Holding as the Company may from time to time reasonably request in writing or as shall be required to effect the registration of the Registrable Shares, and Holding shall not be entitled to be named as a selling stockholder in any Registration Statement and Holding shall be entitled to use the Prospectus forming a part thereof if Holding does not provide such information to the Company. Holding further agrees to furnish promptly to the Company in writing all information required from time to time to make the information previously furnished by Holding not misleading.

     Holding agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f)(ii) , 3(f)(iii) or 3(f)(iv) , Holding will immediately discontinue disposition of Registrable Shares pursuant to a Registration Statement until (i) any such stop order is vacated or (ii) if an event described in Section 3(f)(iii) or 3(f)(iv) occurs, Holding’s receipt of the copies of the supplemented or amended Prospectus. If so directed by the Company, Holding will deliver to the Company (at the reasonable expense of the Company) all copies in its possession, other than permanent file copies then in Holding’s possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.

     Holding represents that it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on its behalf or use or refer to, any Free Writing Prospectus, and has not distributed and will not distribute any written materials in connection with the offer or sale of the Registrable Shares without the prior express written consent of the Company and, in connection with any Underwritten Offering, the underwriters. Any such Free Writing Prospectus consented to by the Company and the underwriters, as the case may be, is hereinafter referred to as a “ Permitted Free Writing Prospectus. ” The Company represents and agrees that it has treated and will treat, as the case may be, each Permitted Free

Writing Prospectus as an Issuer Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

4. Suspension Period .

     (a) Subject to the provisions of this Section 4 , following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company may direct Holding, in accordance with Section 4(b) , to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event, (A) in the case of clause (i) below, for more than 45 consecutive days and (B) in the case of clauses (i), (ii) and (iii) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the Closing Time or more than 60 days in any consecutive 90-day period, except (in the case of clause (B)) as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the price, timing, marketing or distribution of such Underwritten Offering; (ii) the majority of the members of the Board of Directors of the Company shall have determined in good faith that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company, (2) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the members of the Board of Directors of the Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary

to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit Holding to resume sales of the Registrable Shares as soon as possible.

     (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “ Suspension Event ”), the Company shall give written notice (a “ Suspension Notice ”) to Holding to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. Holding shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and before receipt of an End of Suspension Notice (as defined below). If so directed by the Company, Holding will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in Holding’s possession of the Prospectus and any Issuer Free Writing Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. Holding may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “ End of Suspension Notice ”) from the Company, which End of Suspension Notice shall be given by the Company to Holding in the manner described above promptly following the conclusion of any Suspension Event and its effect.

     (c) Notwithstanding any provision herein to the contrary, subject to any Suspension Events or as contemplated by Section 3(f) (iv), each Registration Statement shall be maintained effective pursuant to this Agreement until the Registrable Shares are not Registrable Shares.

5. Indemnification and Contribution .

     (a) The Company agrees to indemnify and hold harmless (i) Holding and any underwriter (as determined in the Securities Act) for Holding, (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) any of the foregoing (a “ Controlling Person ”), and (iii) the respective officers, directors, partners, members, employees, representatives and agents of any such Person or any Controlling Person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “ Purchaser Indemnitee ”) from and against any and all losses, claims, damages, judgments, actions, reasonable out-of-pocket expenses, and other liabilities, including, as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of outside counsel to any Purchaser Indemnitee, joint or several (the “ Liabilities ”), directly or indirectly related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or Issuer Free Writing Prospectus (as amended or supplemented), or any preliminary Prospectus or any other document prepared by the Company used to sell the Registrable Shares, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made), not misleading, except insofar as such Liabilities arise out of or are based upon (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon

and in conformity with information relating to any Purchaser Indemnitee furnished to the Company or any underwriter in writing by such Purchaser Indemnitee expressly for use therein, (ii) any untrue statement contained in or omitted from a preliminary Prospectus if such untrue statement is cured by delivery to Holding of an amended preliminary Prospectus or a Free Writing Prospectus prior to pricing of the sale of securities, if an Underwritten Offering, or the effectiveness of the Mandatory Shelf Registration Statement to which the preliminary Prospectus relates, or (iii) any sales by Holding after the delivery by the Company to Holding of a Suspension Notice and before the delivery by the Company of an End of Suspension Notice. The Company shall notify Holding promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation), or litigation which it shall have become aware in connection with the matters addressed by this Agreement which involves the Company or a Purchaser Indemnitee. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser Indemnitee.

     (b) In connection with any Registration Statement in which Holding is participating, Holding agrees to indemnify and hold harmless the Company, each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and the respective officers, directors, partners, members, representatives, employees and agents of such Person or Controlling Person to the same extent as the foregoing indemnity from the Company to each Purchaser Indemnitee, but only with reference to (i) untrue statements or omissions or alleged untrue statements or omissions made in reliance upon and in strict conformity with information relating to Holding furnished to the Company in writing by Holding expressly for use in any Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary Prospectus and (ii) any sales by Holding after the delivery by the Company to Holding of a Suspension Notice and before the delivery by the Company of an End of Suspension Notice. The liability of Holding pursuant to clause (i) of the immediately preceding sentence shall in no event exceed the net proceeds received by Holding from sales of Registrable Shares giving rise to such obligations. If Holding elects to include Registrable Shares in an Underwritten Offering, Holding shall be required to agree to such customary indemnification provisions as may reasonably be required by the underwriter in connection with such Underwritten Offering.

     (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to Section 5(a ) or 5(b) , such Person (the “ Indemnified Party ”), shall promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Party ”), in writing (to the extent legally advisable) of the commencement thereof (but the failure to so notify an Indemnifying Party shall not relieve it from any Liability which it may have under this Section 5 , except to the extent the Indemnifying Party is materially prejudiced by the failure to give notice), and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in such proceeding and shall assume the defense of such proceeding and pay the fees and expenses actually incurred by such counsel related to such proceeding. Notwithstanding the foregoing, in any such proceeding, any Indemnified Party may retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the

contrary, (ii) the Indemnifying Party failed within a reasonable time after notice of commencement of the action to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party, (iii) the Indemnifying Party and its counsel do not pursue in a reasonable manner the defense of such action or (iv) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, or any Affiliate of the Indemnifying Party, and such Indemnified Party shall have been reasonably advised by counsel that, either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or such Affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the Indemnifying Party or such Affiliate of the Indemnifying Party, in which event the Indemnifying Party may not assume or direct the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all such Indemnified Parties, which firm shall be designated in writing by those Indemnified Parties who sold a majority of the Registrable Shares sold by all such Indemnified Parties under the particular Registration Statement and any such separate firm for the Company, the directors, the officers and such control Persons of the Company as shall be designated in writing by the Company. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify any Indemnified Party from and against any Liability by reason of such settlement or judgment to the extent provided in this Section 5 without reference to this sentence. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all Liability on claims that are the subject matter of such proceeding.

     (d) If the indemnification provided for in Section 5(a) or 5(b) is for any reason held to be unavailable to an Indemnified Party in respect of any Liabilities referred to therein (other than by reason of the exceptions provided therein) or is insufficient to hold harmless a party indemnified thereunder, then each Indemnifying Party under such sections, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities (i) in such proportion as is appropriate to reflect the relative benefits of the Indemnified Party on the one hand and the Indemnifying Parties on the other in connection with the statements or omissions that resulted in such Liabilities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Indemnifying Parties and the Indemnified Party, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and any Purchaser Indemnitees, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Purchaser Indemnitees and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (e) The parties agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if such Indemnified Parties were treated as one entity for such purpose), or by any other method of allocation that does not take account of the equitable considerations referred to in Section 5(d) . The amount paid or payable by an Indemnified Party as a result of any Liabilities referred to in Section 5(d) shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses actually incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5 , in no event shall a Purchaser Indemnitee be required to contribute any amount in excess of the amount by which proceeds received by such Purchaser Indemnitee from sales of Registrable Shares exceeds the amount of any damages that such Purchaser Indemnitee has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. For purposes of this Section 5 , each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) Holding shall have the same rights to contribution as Holding, as the case may be, and each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) the Company, and each officer, director, partner, member, employee, representative, agent or manager of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 5 or otherwise, except to the extent that any party is materially prejudiced by the failure to give notice. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act), shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     (f) The indemnity and contribution agreements contained in this Section 5 will be in addition to any Liability which any Indemnifying Party may otherwise have to any Indemnified Party referred to above. Each Purchaser Indemnitee’s obligations to contribute pursuant to this Section 5 are not joint but are several in the proportion that the number of Shares sold by such Purchaser Indemnitee bears to the number of Shares sold by all Purchaser Indemnities.

6. Termination of the Company’s Obligations . The Company shall have no further obligations pursuant to this Agreement at such time as no Registrable Shares are outstanding after their original issuance, provided, however , that the Company’s obligations under Sections 5 and 7 (and any related definitions) shall remain in full force and effect following such time.

7. Miscellaneous .

     (a)  Amendments and Waivers . This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company and Holding; provided, however , that for purposes of this Agreement, Registrable Shares owned, directly or indirectly, by an entity that is an Affiliate of the Company due to the Company’s owning an interest in such entity shall not be deemed to be outstanding.

     (b)  Notices . All notices and other communications, provided for or permitted hereunder shall be made by press release publicly disseminated or in writing and delivered by electronic transmission, facsimile (with receipt confirmed), overnight courier or registered or certified mail, return receipt requested, or by telegram, addressed as follows:

          (i) if to Holding, at the most current address given by the transfer agent and registrar of the Shares to the Company (including by email); and

          (ii) if to the Company, at the offices of the Company at 1001 Fannin, Suite 202, Houston, TX 77002, Attn: Chief Executive Officer; with a copy to Vinson & Elkins LLP, 1001 Fannin, Suite 2500, Houston, Texas 77022, Attention: David P. Oelman.

     (c)  Successors and Assigns; Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto and shall inure to the benefit of Holding. The registration rights granted by this Agreement may not be transferred or assigned by operation of law or in connection with any transfer or assignment Registrable Securities to a transferee unless, immediately following such transfer or assignment, such transferee will hold an amount of Registrable Shares greater than 10% of the Common Stock outstanding on the date of such transfer or assignment, and then only upon notification to the Company in writing and agreement by such transferee to the rights and obligations of this Agreement. References to Holding in this Agreement shall be deemed to include any such transferee or assignee permitted by this Section 7(c) .

     (d)  Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (e)  Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     (f)  Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties hereto that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

     (g)  Entire Agreement . This Agreement is intended by the parties hereto as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.

     (h)  Survival . The indemnification and contribution obligations under Section 5 shall survive the termination of the Company’s obligations under Section 2 .

     (i)  Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the provisions of this Agreement. All references made in this Agreement to “Section” refer to such Section of this Agreement, unless expressly stated otherwise.

     (j)  Adjustment for Stock Splits, etc. Wherever in this Agreement there is a reference to a specific number of shares with respect to any securities, then upon the occurrence of any subdivision, combination, or stock dividend of such shares, the specific number of shares with respect to any securities so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination, or stock dividend.

[Remainder of this Page Intentionally Left Blank]

Execution Version

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Exhibit 10.2

Execution Version

BUSINESS OPPORTUNITIES AGREEMENT

     THIS BUSINESS OPPORTUNITIES AGREEMENT (this “ Agreement ”), dated as of June 22, 2010, is entered into by and among Oasis Petroleum Inc., a Delaware corporation (the “ Company ”), and the parties to this Agreement listed on Exhibit A hereto (each a “ Designated Party ” and collectively the “ Designated Parties ”).

RECITALS

     A. Each of the Designated Parties engages, directly or indirectly, in businesses similar to the business of the Company.

     B. In recognition that certain Designated Parties may engage, directly or indirectly, in the same or similar activities or lines of business and have an interest in the same or similar areas of business, and in recognition of the benefits to be derived by the Company through its continued contractual, corporate and business relations with each Designated Party (including services of employees, officers and directors of each Designated Party as directors and officers of the Company), this Agreement is set forth to regulate and define the conduct of certain affairs of the Company as they may involve each Designated Party, and as applicable, its employees, officers and directors, and the powers, rights, duties, liabilities, interests and expectations of the Company in connection therewith.

     C. The law relating to duties that certain Designated Parties may owe to the Company is not clear. The application of such law to particular circumstances is often difficult to predict, and, if a court were to hold that any Designated Party breached any such duty, such Designated Party could be held liable for damages in a legal action brought on behalf of the Company.

     D. To induce certain of the Designated Parties to continue to serve as directors of the Company, the Company is willing to enter into this Agreement, pursuant to Section 122 of the General Corporation Law of the State of Delaware, to renounce, effective upon the date hereof, any interest or expectancy it may have in the classes or categories of business opportunities specified herein that are presented to or identified by any Designated Party, as more fully described herein. As a result of this Agreement, each Designated Party, as applicable, may continue to conduct his or its business and to pursue certain business opportunities without an obligation to offer such opportunities to the Company or any of its Subsidiaries, and any Designated Party, as applicable, may continue to discharge his responsibilities as a director or employee of such Designated Party or any company in which such Designated Party has an interest.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants, rights, and obligations set forth in this Agreement and the benefits to be derived herefrom, and other good and valuable consideration, the receipt and the sufficiency of which each of the undersigned acknowledges and confesses, the undersigned agree as follows:

      1.  Renouncement of Business Opportunities . To the fullest extent permitted by applicable law, the Company hereby renounces any interest or expectancy in, or in being offered any opportunity to participate in, any business opportunity, transaction or other matter presented to any Designated Party or in which any Designated Party participates or desires or seeks to

participate in (each, a “ Business Opportunity ”) other than a Business Opportunity that (i) is first presented to a Designated Party solely in such person’s capacity as a director or officer of the Company or its Subsidiaries and with respect to which, at the time of such presentment, no other Designated Party has independently received notice of or otherwise identified such Business Opportunity or (ii) is identified by a Designated Party solely through the disclosure of information by or on behalf of the Company (each Business Opportunity other than those referred to in clauses (i) or (ii) are referred to as a “ Renounced Business Opportunity ”). No Designated Party shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company, and any Designated Party may pursue a Renounced Business Opportunity, provided that such Renounced Business Opportunity is conducted by such Designated Party in accordance with the standard set forth in Section 2. Notwithstanding the foregoing, each Designated Party who is a director or officer of the Company or its Subsidiaries and who is offered a Business Opportunity in his or her capacity as a director or officer of the Company or its Subsidiaries shall be obligated to communicate such Business Opportunity to the Company. The Company shall not be prohibited from pursuing any Renounced Business Opportunity. Nothing in this Section 1 shall be construed to allow any director to usurp a Business Opportunity of the Company or its Subsidiaries solely for his or her personal benefit.

      2.  Standards for Separate Conduct of Renounced Business Opportunities . In the event that a Designated Party acquires knowledge of a Renounced Business Opportunity, such Designated Party may pursue such Renounced Business Opportunity if such Renounced Business Opportunity is developed and pursued solely through the use of personnel and assets of the Designated Party (including, as applicable, such Designated Party in his capacity as a director, officer, employee or agent of the Designated Party) or jointly with the personnel and assets of any other Person or Persons, provided that each such Person is not an Affiliate of the Company and does not owe any fiduciary or other duty to the Company.

      3.  Liability . Provided a Renounced Business Opportunity is conducted by a Designated Party in accordance with the standards set forth in Section 2 hereof, no Designated Party shall be liable to the Company or any of its stockholders or any of the Company’s Subsidiaries for breach of any fiduciary or other duty, as a director or officer or controlling stockholder or otherwise, by reason of such Renounced Business Opportunity. In addition, no Designated Party shall be liable to the Company or any of its stockholders or any of the Company’s Subsidiaries for breach of any fiduciary or other duty, as a director or officer or controlling stockholder or otherwise, by reason of the fact that such Designated Party conducts, pursues or acquires such Renounced Business Opportunity for itself, directs such Renounced Business Opportunity to another Person or does not communicate information regarding such Renounced Business Opportunity to the Company.

      4.  Disclosing Conflicts of Interest . Should any director of the Company have actual knowledge that he or his Affiliates is pursuing a Renounced Business Opportunity also pursued by the Company, he shall disclose to the Company’s board of directors that he may have a conflict of interest, so that the board of directors may consider his withdrawal from discussions in board deliberations, as appropriate.

      5.  Interpretation .

     (a) For purposes of this Agreement, “ Designated Parties ” shall include all Subsidiaries and Affiliates, including any investment fund managed by the Designated Party, of each Designated Party (other than the Company and its Subsidiaries).

     (b) As used in this Agreement, the following definitions shall apply:

     (i) “ Affiliate ” means with respect to a specified person, a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified, and any directors, officers, partners or 5% or more owners of such person.

     (ii) “ Person ” means an individual, corporation, partnership, limited liability company, trust, joint venture, unincorporated organization or other legal or business entity.

     (iii) “ Subsidiary ” or “ Subsidiaries ” shall mean, with respect to any Person, any other Person the majority of the voting securities of which are owned, directly or indirectly, by such first Person.

      6.  Miscellaneous.

     (a) The provisions of this Agreement shall terminate and be of no further force and effect at such time as no Designated Party serves as a director (including Chairman of the Board) or officer of the Company or its Subsidiaries.

     (b) This Agreement does not prohibit or impact the Company’s ability to participate in any Business Opportunity.

     (c) This Agreement may be signed by facsimile signature and in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date set forth above.

		ENCAP INVESTMENTS L.P.
`		By:		EnCap Investments GP, L.L.C.,
				General Partner of EnCap Investments L.P.

EXHIBIT A

Designated Parties

Board Members
Douglas E. Swanson, Jr.
Robert L. Zorich

Controlling Stockholder
EnCap Investments L.P.

Exhibit 10.3

Execution Version

SERVICES AGREEMENT

     This Services Agreement (this “ Agreement ”) is entered into June 22, 2010, by and between Oasis Petroleum Inc., a Delaware corporation (“ OAS ”), and Oasis Petroleum Management LLC, a Delaware limited liability company (“ Oasis Management ”).

WITNESSETH:

      WHEREAS, OAS is an independent oil and gas exploration and production company;

      WHEREAS, Oasis Management is owned by, among others, certain members of the management of OAS;

      WHEREAS, OAS performs certain administrative, technical and ministerial services in connection with the operation of its business which it has offered to provide, from time to time, to Oasis Management;

      WHEREAS, greater efficiency and reduced costs result from the economies of scale associated with the provision of such services by OAS for itself and certain of its associated companies, including Oasis Management;

      WHEREAS, OAS desires to make such services, as well as certain management and professional services (hereinafter referred to collectively as “Staff Services”) available to Oasis Management, and Oasis Management desires to avail itself of such Staff Services;

      WHEREAS, OAS and Oasis Management intend to retain absolute control over the management of their respective business affairs, including but not limited to all matters relating to their respective governance, asset management, operations, and the establishment of policies and practices; and

      WHEREAS, in light of the foregoing, OAS and Oasis Management desire to memorialize their agreements with respect to the foregoing as of the date hereof and to formulate agreements for future operations.

      NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1
SERVICES PROVIDED BY OAS

     OAS shall provide or cause to be provided to Oasis Management, as requested by Oasis Management, the following Staff Services in connection with the operation of Oasis Management, all of which shall be under the control and for the benefit of Oasis Management:

      Section 1.1 Information Technology Services. OAS’s Information Technology Department shall, as the parties may from time to time agree, assist Oasis Management in establishing, maintaining and developing information technology and telecommunications technology, including software systems, hardware and services, that Oasis Management may utilize for its operations.

      Section 1.2 Accounting Services. OAS’s Accounting Department shall, as the parties may from time to time agree, assist Oasis Management’ s Accounting Department and provide general and specific accounting services including services in relation to financial reporting.

      Section 1.3 Investment and Treasury Services. OAS’s Investment Department shall, as the parties may from time to time agree, assist Oasis Management with respect to the investment of cash and other financial assets of Oasis Management. In addition, OAS’s Treasury Department shall, as the parties may from time to time agree, assist Oasis Management with respect to the establishment and maintenance of bank accounts and banking relationships, the collection, holding and disbursement of cash receipts of Oasis Management as well as the clearing or other back office functions related to any securities trading or investment activity undertaken by or for the benefit of Oasis Management, all of which shall ultimately be under the control and for the benefit of Oasis Management.

      Section 1.4 Tax Preparation. OAS shall, as the parties may from time to time agree, advise and assist Oasis Management in preparing and filing federal, state and other tax returns, handling discussions and proceedings with tax authorities, and planning with respect to tax liabilities.

      Section 1.5 Insurance. OAS’s Risk Management Department shall, as the parties may, from time to time, agree, assist Oasis Management with Risk Management and Insurance programs including, but not limited to, obtaining and maintaining insurance and related products and services and administering claims thereunder.

      Section 1.6 Internal Audit. OAS’s Internal Audit Department shall, as the parties may from time to time agree, provide internal audit services to Oasis Management.

      Section 1.7 Legal. OAS’s Law Department shall, as the parties may from time to time agree, assist Oasis Management’s Legal Department and provide general and specific legal services

      Section 1.8 Strategy and Corporate Development. OAS’s Corporate Development Department and other OAS senior executives shall, as the parties may from time to time agree, provide assistance to Oasis Management relating to corporate strategy, acquisitions and financing opportunities, and such other similar services as the parties may agree upon.

      Section 1.9 Miscellaneous. OAS shall provide such other miscellaneous Staff Services to Oasis Management as the parties may from time to time agree.

SECTION 2
RELATIONSHIP OF THE PARTIES

      Section 2.1 Each party acknowledges that the services provided hereunder by OAS are intended to be administrative, consultative, technical or ministerial and not to set policy for Oasis Management. Each party shall continue to set corporate policy independently through its own Board of Directors or other governing body.

      Section 2.2 In all activities under this Agreement, each party shall be an independent contractor, except as may be otherwise specifically provided in writing and authorized by the

appropriate Board of Directors. Nothing in this Agreement shall be deemed to (i) make either party or any employee of such party the agent, employee, joint venturer or partner of the other party, or (ii) create in either party the right or authority to incur any obligation on behalf of the other party or to bind such other party in any way whatsoever except as may be expressly provided for in this Agreement.

      Section 2.3 Neither party shall have any liability for any act or omission in connection with this Agreement other than repeating a service for the purpose of correcting an act or omission where reasonable and appropriate under the circumstances. Neither party shall be liable to the other party in respect of any act or omission in connection with this Agreement for loss of profits, good will or any other general, direct, special or consequential damages of any kind. Except as expressly set forth in this Section 2, the parties make no representations or warranties with respect to the services to be provided under this Agreement.

      Section 2.4 Oasis Management hereby agrees to defend, indemnify and hold OAS and its affiliates (other than Oasis Management and its subsidiaries), and their respective officers, directors, employees and agents harmless from and against any and all loss, claim, damage, liability, cost or expense, including reasonable attorneys’ fees, incurred by OAS or any such affiliates based upon a claim by or liability to a third party arising out of the Staff Services to be provided by OAS hereunder, unless due to the gross negligence or willful misconduct of OAS or its affiliates.

SECTION 3
FEES, COSTS AND EXPENSES

     Oasis Management shall pay to OAS (i) a monthly fee of four thousand dollars ($4,000.00) which represents a reasonable estimate of the costs and expenses incurred by OAS hereunder (such as general corporate expenses and overhead and costs of OAS employees providing services to Oasis Management hereunder) plus (ii) the actual costs of any third party consultants engaged by OAS to provide services to Oasis Management hereunder. Oasis Management and OAS shall periodically review the fees paid hereunder and adjust such fees as may be mutually agreed.

SECTION 4
TERM

     This Agreement may be terminated by either party at any time on not less than sixty (60) days’ prior written notice to the other party.

SECTION 5
NOTICES

     All notices, consents and other communications hereunder shall be in writing and shall be deemed given hereunder when sent by certified mail, return receipt requested, or delivered by hand to a party at the following addresses, or at any other address as any party may from time to time specify by notice to the other:

SECTION 6
MISCELLANEOUS

     This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas. The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof. No party may assign any of its rights or obligations under this Agreement without the express written consent of the other. This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto.

[signature page follows]

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

Exhibit 10.4

Execution Version

SERVICES AGREEMENT

     This Services Agreement (this “ Agreement ”) is entered into on June 22, 2010, by and between Oasis Petroleum Inc., a Delaware corporation (“ OAS ”), and OAS Holding Company LLC, a Delaware limited liability company (“ Oasis Holding ”).

WITNESSETH:

      WHEREAS, OAS is an independent oil and gas exploration and production company;

      WHEREAS, Oasis Holding is owned by, among others, certain members of the management of OAS;

      WHEREAS, OAS performs certain administrative, technical and ministerial services in connection with the operation of its business which it has offered to provide, from time to time, to Oasis Holding;

      WHEREAS, greater efficiency and reduced costs result from the economies of scale associated with the provision of such services by OAS for itself and certain of its associated companies, including Oasis Holding;

      WHEREAS, OAS desires to make such services, as well as certain management and professional services (hereinafter referred to collectively as “Staff Services”) available to Oasis Holding, and Oasis Holding desires to avail itself of such Staff Services;

      WHEREAS, OAS and Oasis Holding intend to retain absolute control over the management of their respective business affairs, including but not limited to all matters relating to their respective governance, asset management, operations, and the establishment of policies and practices; and

      WHEREAS, in light of the foregoing, OAS and Oasis Holding desire to memorialize their agreements with respect to the foregoing as of the date hereof and to formulate agreements for future operations.

      NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1
SERVICES PROVIDED BY OAS

     OAS shall provide or cause to be provided to Oasis Holding, as requested by Oasis Holding, the following Staff Services in connection with the operation of Oasis Holding, all of which shall be under the control and for the benefit of Oasis Holding:

      Section 1.1 Information Technology Services. OAS’s Information Technology Department shall, as the parties may from time to time agree, assist Oasis Holding in establishing, maintaining and developing information technology and telecommunications technology, including software systems, hardware and services, that Oasis Holding may utilize for its operations.

      Section 1.2 Accounting Services. OAS’s Accounting Department shall, as the parties may from time to time agree, assist Oasis Holding’ s Accounting Department and provide general and specific accounting services including services in relation to financial reporting.

      Section 1.3 Investment and Treasury Services. OAS’s Investment Department shall, as the parties may from time to time agree, assist Oasis Holding with respect to the investment of cash and other financial assets of Oasis Holding. In addition, OAS’s Treasury Department shall, as the parties may from time to time agree, assist Oasis Holding with respect to the establishment and maintenance of bank accounts and banking relationships, the collection, holding and disbursement of cash receipts of Oasis Holding as well as the clearing or other back office functions related to any securities trading or investment activity undertaken by or for the benefit of Oasis Holding, all of which shall ultimately be under the control and for the benefit of Oasis Holding.

      Section 1.4 Tax Preparation. OAS shall, as the parties may from time to time agree, advise and assist Oasis Holding in preparing and filing federal, state and other tax returns, handling discussions and proceedings with tax authorities, and planning with respect to tax liabilities.

      Section 1.5 Insurance. OAS’s Risk Management Department shall, as the parties may, from time to time, agree, assist Oasis Holding with Risk Management and Insurance programs including, but not limited to, obtaining and maintaining insurance and related products and services and administering claims thereunder.

      Section 1.6 Internal Audit. OAS’s Internal Audit Department shall, as the parties may from time to time agree, provide internal audit services to Oasis Holding.

      Section 1.7 Legal. OAS’s Law Department shall, as the parties may from time to time agree, assist Oasis Holding’s Legal Department and provide general and specific legal services

      Section 1.8 Strategy and Corporate Development. OAS’s Corporate Development Department and other OAS senior executives shall, as the parties may from time to time agree, provide assistance to Oasis Holding relating to corporate strategy, acquisitions and financing opportunities, and such other similar services as the parties may agree upon.

      Section 1.9 Miscellaneous. OAS shall provide such other miscellaneous Staff Services to Oasis Holding as the parties may from time to time agree.

SECTION 2
RELATIONSHIP OF THE PARTIES

      Section 2.1 Each party acknowledges that the services provided hereunder by OAS are intended to be administrative, consultative, technical or ministerial and not to set policy for Oasis Holding. Each party shall continue to set corporate policy independently through its own Board of Directors or other governing body.

      Section 2.2 In all activities under this Agreement, each party shall be an independent contractor, except as may be otherwise specifically provided in writing and authorized by the

appropriate Board of Directors. Nothing in this Agreement shall be deemed to (i) make either party or any employee of such party the agent, employee, joint venturer or partner of the other party, or (ii) create in either party the right or authority to incur any obligation on behalf of the other party or to bind such other party in any way whatsoever except as may be expressly provided for in this Agreement.

      Section 2.3 Neither party shall have any liability for any act or omission in connection with this Agreement other than repeating a service for the purpose of correcting an act or omission where reasonable and appropriate under the circumstances. Neither party shall be liable to the other party in respect of any act or omission in connection with this Agreement for loss of profits, good will or any other general, direct, special or consequential damages of any kind. Except as expressly set forth in this Section 2, the parties make no representations or warranties with respect to the services to be provided under this Agreement.

      Section 2.4 Oasis Holding hereby agrees to defend, indemnify and hold OAS and its affiliates (other than Oasis Holding and its subsidiaries), and their respective officers, directors, employees and agents harmless from and against any and all loss, claim, damage, liability, cost or expense, including reasonable attorneys’ fees, incurred by OAS or any such affiliates based upon a claim by or liability to a third party arising out of the Staff Services to be provided by OAS hereunder, unless due to the gross negligence or willful misconduct of OAS or its affiliates.

SECTION 3
FEES, COSTS AND EXPENSES

     Oasis Holding shall pay to OAS (i) a monthly fee of four thousand dollars ($4,000.00) which represents a reasonable estimate of the costs and expenses incurred by OAS hereunder (such as general corporate expenses and overhead and costs of OAS employees providing services to Oasis Holding hereunder) plus (ii) the actual costs of any third party consultants engaged by OAS to provide services to Oasis Holding hereunder. Oasis Holding and OAS shall periodically review the fees paid hereunder and adjust such fees as may be mutually agreed.

SECTION 4
TERM

     This Agreement may be terminated by either party at any time on not less than sixty (60) days’ prior written notice to the other party.

SECTION 5
NOTICES

     All notices, consents and other communications hereunder shall be in writing and shall be deemed given hereunder when sent by certified mail, return receipt requested, or delivered by hand to a party at the following addresses, or at any other address as any party may from time to time specify by notice to the other:

SECTION 6
MISCELLANEOUS

     This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas. The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof. No party may assign any of its rights or obligations under this Agreement without the express written consent of the other. This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto.

[signature page follows]

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

Exhibit 10.5

Execution Version

FIRST AMENDMENT

TO

AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT

Dated as of June 3, 2010

among

OASIS PETROLEUM NORTH AMERICA LLC,
as Borrower,

THE GUARANTORS PARTY HERETO,

BNP PARIBAS

as Administrative Agent ,

and

THE LENDERS PARTY HERETO

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT

      THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this “ First Amendment ”) dated as of June 3, 2010, among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (the “ Borrower ”), the Guarantors party hereto (the “ Guarantors ” and collectively with the Borrower, the “ Obligors ”); each of the lenders party to the Credit Agreement referred to below (collectively, the “ Lenders ”); and BNP PARIBAS, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”).

R E C I T A L S

     A. The Parent, the Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of February 26, 2010 (as amended, the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

     B. Concurrently with the effectiveness hereof, Oasis Petroleum Inc. is consummating an initial public offering of its Equity Interests.

     C. The Borrower, the Guarantors, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement and consent to certain other matters.

     D. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this First Amendment. Unless otherwise indicated, all section references in this First Amendment refer to sections of the Credit Agreement.

Section 2. Amendments to Credit Agreement .

     2.1 Amendment to Introductory Paragraph . The definition of “Parent”, as defined in the introductory paragraph of the Credit Agreement, is hereby amended to refer to each of Oasis Petroleum LLC, a Delaware limited liability company, and Oasis Petroleum Inc., a Delaware corporation, and all references in the Credit Agreement and other Loan Documents to “the Parent” shall be deemed to be a reference to each of such entities mutatis mutandis .

     2.2 Amendments to Section 1.02 .

     (a) The definition of “ Agreement ” is hereby amended in its entirety to read as follows:

     “ Agreement ” means this Credit Agreement, as amended by the First Amendment, as the same may be amended or supplemented from time to time.

     (b) The definition of “ Change in Control ” is hereby amended in its entirety to read as follows:

     “ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) other than Permitted Holders, of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Oasis Petroleum Inc., (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Oasis Petroleum Inc. by Persons who were not (i) initial members of the board of directors of Oasis Petroleum Inc., (ii) nominated by the board of directors of Oasis Petroleum Inc. or (iii) appointed by directors so nominated or (c) Oasis Petroleum Inc. fails to own directly or indirectly all of the Equity Interests of the Borrower.

     (c) The following definition of “ First Amendment ” is hereby added where alphabetically appropriate to read as follows:

     “ First Amendment ” means that certain First Amendment to Amended and Restated Credit Agreement and Consent, dated as of June 3, 2010, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.

     (d) The definition of “ Initial Public Offering ” is hereby amended in its entirety to read as follows:

     “ Initial Public Offering ” means a primary offering to the public for cash of any Equity Interests (other than Disqualified Capital Stock) of Oasis Petroleum Inc. resulting in the receipt by Oasis Petroleum Inc. of net cash proceeds of at least $200,000,000; provided that issuances of securities pursuant to employee benefit plans shall not be considered an “Initial Public Offering”.

     (e) The definition of “ Parent LLC Agreement ” is hereby deleted in its entirety.

     (f) The definition of “ Permitted Holders ” is hereby amended in its entirety to read as follows:

     “ Permitted Holders ” means Oasis Petroleum Management LLC, a Delaware limited liability company, OAS Holding Company LLC, a Delaware limited liability company (“ Holdings ”), Encap Energy Capital Fund VI, L.P., a Texas limited partnership (“ Encap Capital VI ”), Encap VI-B Acquisitions, L.P., a Texas limited partnership (“ Encap Acquisitions ”) and Encap Energy Capital Fund VII, L.P., a Texas limited partnership (“ Encap Capital VII ”, and together with

Encap Capital VI and Encap Acquisitions, the “ Encap Members ”), any general partner or managing member of any Encap Member or Holdings or any Person formed and managed or Controlled by such Encap Member, its general partner or managing member or an Affiliate of its general partner or managing member as a vehicle for purposes of making investments.

     (g) The following definition of “ Senior Notes ” is hereby added where alphabetically appropriate to read as follows:

     “ Senior Notes ” means any unsecured senior or senior subordinated Debt securities (whether registered or privately placed) incurred pursuant to a Senior Notes Indenture.

     (h) The following definition of “ Senior Notes Indenture ” is hereby added where alphabetically appropriate to read as follows:

     “ Senior Notes Indenture ” means any indenture among Oasis Petroleum Inc., as issuer, the subsidiary guarantors party thereto and the trustee named therein, pursuant to which the Senior Notes are issued, as the same may be amended or supplemented in accordance with Section 9.04(e).

     2.3 Amendment to Section 2.07 . Section 2.07 is hereby amended by inserting the following sub-section (e) immediately following the existing sub-section (d) therein:

(e) Reduction of Borrowing Base Upon Issuance of Senior Notes . Notwithstanding anything to the contrary contained herein, if Oasis Petroleum Inc. issues any Senior Notes during the period between Scheduled Redetermination dates or not in conjunction with an Interim Redetermination, then on the date on which such Senior Notes are issued, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Senior Notes. The Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.07(e), if any such Debt is issued at a discount or otherwise sold for less than “par”, the reduction shall be calculated based upon the stated principal amount without reference to such discount.

     2.4 Amendment to Section 3.04(c) . Section 3.04(c) is hereby amended by inserting the following sub-section (iv) immediately following the existing sub-section (iii) therein and renumbering the existing sub-sections (iv) and (v) as sub-sections (v) and (vi) respectively:

(iv) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (a) prepay the Borrowings in an aggregate principal amount equal to such excess, and (b) if any excess remains after prepaying all of

the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral, if required, on the date it issues such Senior Notes; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date.

     2.5 Amendment to Section 7.02 . Section 7.02 is hereby amended in its entirety to read as follows:

Section 7.02 Authority; Enforceability . The Transactions are within the Parent’s, the Borrower’s and each Guarantor’s corporate, limited liability company or partnership, as applicable, powers and have been duly authorized by all necessary corporate, limited liability company, partnership and, if required, shareholder, member or partner action (including, without limitation, any action required to be taken by any class of directors of the Parent, the Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of the Transactions). Each Loan Document to which the Parent, the Borrower and each Guarantor is a party has been duly executed and delivered by the Borrower and such Guarantor and constitutes a legal, valid and binding obligation of the Parent, the Borrower and such Guarantor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     2.6 Amendment to Section 7.04 . Sections 7.04(a) and (b) are hereby amended in its entirety to read as follows:

(a) Oasis Petroleum LLC has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (1) as of and for the fiscal year ended December 31, 2008, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (2) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Oasis Petroleum LLC and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements.

(b) Since December 31, 2008, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect except, with respect only to events or circumstances contemplated by clause (a) of the definition of “Material Adverse Effect”, for the Initial Public Offering or actions undertaken in preparation of or in connection with the Initial

Public Offering and (ii) the business of the Parent, the Borrower and the Subsidiaries has been conducted only in the ordinary course, in all material respects, consistent with past business practices.

     2.7 Amendment to Section 7.12 . Section 7.12 is hereby amended in its entirety to read as follows:

Section 7.12 Insurance . The Parent and the Borrower have, and have caused all of their respective Subsidiaries to have, (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Parent, the Borrower and their respective Subsidiaries. The Administrative Agent and the Lenders have been named as additional insureds in respect of such liability insurance policies and the Administrative Agent has been named as loss payee with respect to Property loss insurance.

     2.8 Amendment to Section 7.15 . Section 7.15 is hereby amended in its entirety to read as follows:

Section 7.15 Location of Business and Offices . The Borrower’s jurisdiction of organization is the State of Delaware; the name of the Borrower as listed in the public records of its jurisdiction of organization is “Oasis Petroleum North America LLC”; and the organizational identification number of the Borrower in its jurisdiction of organization is 4354265 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(m) in accordance with Section 12.01). The Borrower’s principal place of business and chief executive offices are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(m) and Section 12.01(c)). The jurisdiction of organization of Oasis Petroleum LLC is the State of Delaware; the name of Oasis Petroleum LLC as listed in the public records of its jurisdiction of organization is “Oasis Petroleum LLC”, and the organizational identification number of Oasis Petroleum LLC in its jurisdiction of organization is 4307625 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(m) in accordance with Section 12.01). The principal place of business and chief executive offices of Oasis Petroleum LLC are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(m) and Section 12.01(c)). The jurisdiction of organization of Oasis Petroleum Inc. is the State of Delaware; the name of Oasis Petroleum Inc. as listed in the public records of its jurisdiction of organization is “Oasis Petroleum Inc.”, and the organizational identification number of Oasis Petroleum Inc. in its jurisdiction of organization is 4793429 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(m) in accordance with Section 12.01). The principal place of business and

chief executive offices of Oasis Petroleum Inc. are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(m) and Section 12.01(c)). Each Subsidiary’s jurisdiction of organization, name as listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on Schedule 7.14 (or as set forth in a notice delivered pursuant to Section 8.01(m)).

     2.9 Amendment to Section 8.01 .

          (a) Sub-Sections 8.01(a) and (b) are hereby amended in their entirety to read as follows:

(a) Annual Financial Statements . As soon as available, but in any event in accordance with then applicable law and not later than 90 days after the end of each fiscal year of Oasis Petroleum Inc., (i) its audited consolidated balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Oasis Petroleum Inc. and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.

(b) Quarterly Financial Statements . As soon as available, but in any event in accordance with then applicable law and not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year of Oasis Petroleum Inc., its consolidated balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Oasis Petroleum Inc. and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

          (b) Section 8.01 is hereby amended by inserting the following sub-section (r) immediately following the existing sub-section (q):

(r) Issuance of Senior Notes . In the event Oasis Petroleum Inc. decides to issue Senior Notes as contemplated by Section 9.02(i), 10 days prior written notice of such offering therefor, the amount thereof and the anticipated date of

closing and a copy of the preliminary offering memorandum (if any) and the final offering memorandum (if any) and any other material documents relating to such offering of Senior Notes.

     2.10 Amendment to Section 8.07 . Section 8.07 is hereby amended in its entirety to read as follows:

Section 8.07 Insurance . The Parent and the Borrower will, and will cause each of their respective Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable clauses or provisions in said insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent and the Lenders as “additional insureds” and provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent.

     2.11 Amendment to Section 8.14 . Section 8.14 is hereby amended by amending the existing sub-section (b) in its entirety, inserting the following new subsection (c) immediately following sub-section (b) and amending the existing sub-section (c) in its entirety to be sub-section (d), with such sub-sections to read as set forth below:

(b) The Parent and the Borrower shall promptly cause each Domestic Subsidiary of either thereof to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to (a) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (b) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery (if applicable) of original certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (c) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

(d) If any Event of Default shall occur and be continuing, then the Parent and the Borrower shall, and shall cause each Domestic Subsidiary of either thereof to, within ten (10) Business Days after notice by Administrative Agent, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on all of their Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent substantially all of the Oil and Gas Properties of the Borrower and the Domestic Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.

     2.12 Amendment to Section 8.15 . Section 8.15 is hereby amended in its entirety to read as follows:

Section 8.15 ERISA Compliance . The Parent and the Borrower will promptly furnish and will cause their respective Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (a) promptly after the filing thereof with the United Stated Secretary of Labor or the Internal Revenue Service, copies of each annual and other report with respect to each Plan or any trust created therunder, and (b) immediately upon becoming aware of the occurrence of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the President or the principal Financial Officer, the Parent, the Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the Parent, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service or the Department of Labor with respect thereto.

2.13 Amendment to Section 9.02 .

(a) Section 9.02(h) is hereby amended in its entirety to read as follows:

(h) other Debt (excluding Debt of Foreign Subsidiaries) not to exceed $2,500,000 in the aggregate at any one time outstanding.

     (b) Section 9.02 is hereby amended by inserting the following sub-section (i) and (j) immediately following the existing sub-section (h):

(i) Debt of Foreign Subsidiaries to non-Affiliated Persons that is not secured

by liens on any property of, not guaranteed by and not other otherwise of recourse to the Borrower or any Guarantor.

(i) unsecured Senior Notes of Oasis Petroleum Inc., the principal amount of which does not exceed $200,000,000 and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes after giving effect to the incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) on the same day as the incurrence of such Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iv), (iv) such Senior Notes do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (v) such Senior Notes does not mature sooner than the date which is one year after the Maturity Date, (vi) such Senior Notes and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Administrative Agent and (vii) such Senior Notes do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness.

     2.14 Amendment to Section 9.04 . Section 9.04 is hereby in its entirety to read as follows:

9.04 Dividends, Distributions and Redemptions; Repayment of Senior Notes and Amendment to Terms of Senior Notes .

(a) Restricted Payments . The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital or make any distribution of its Property to its Equity Interest holders, except (i) Oasis Petroleum Inc. may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Subsidiaries of Oasis Petroleum Inc. may declare and pay dividends ratably with respect to their Equity Interests, (iii) Oasis Petroleum Inc. may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and (iv) Oasis Petroleum Inc. may make payments to former employees in connection with the termination of such former employee’s employment in an aggregate amount not to exceed $250,000 in any calendar year for the purpose of repurchasing Equity Interests in any member of the Parent issued to such former employee pursuant to stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries.

(b) Repayment of Senior Notes; Amendment to Terms of Senior Notes . The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, prior to the date that is ninety-one (91) days after the Maturity Date: (i) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Senior Notes; provided that Oasis Petroleum Inc. may prepay the Senior Notes with the net cash proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of Oasis Petroleum Inc., (ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Notes Indenture if (A) the effect thereof would be to shorten its maturity or average life or increase the amount of any payment of principal thereof or increase the rate or shorten any period for payment of interest thereon or (B) such action requires the payment of a consent fee (howsoever described), provided that the foregoing shall not prohibit the execution of supplemental indentures associated with the incurrence of additional Senior Notes to the extent permitted by Section 9.02(i) or the execution of supplemental indentures to add guarantors if required by the terms of any Senior Notes Indenture provided such Person complies with Section 8.14(b) or (C) with respect to Senior Notes that are subordinated to the Indebtedness or any other Debt, designate any Debt (other than obligations of the Borrower and the Subsidiaries pursuant to the Loan Documents) as “Specified Senior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Debt any other similar designation for the purposes of any Indenture related to Senior Notes that are subordinated to the Indebtedness or any other Debt.

2.15 Amendments to Section 9.05 .

     (a) The lead-in to Section 9.05 is hereby amended by deleting “The Borrower will not, and will not permit any Subsidiary to” and replacing it with “The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to”.

     (b) Section 9.05(e) is hereby amended in its entirety to read as follows:

     (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency).

     (c) Section 9.05(g) is hereby amended in its entirety to read as follows:

     (g) Investments (i) made by the Borrower in or to the Guarantors, (ii) made by any Subsidiary in or to the Borrower or any Guarantor that is a Subsidiary, (iii) made by the Borrower or any Subsidiary in or to Domestic Subsidiaries that are not Guarantors, provided that the aggregate of all Investments made by the Borrower and the Guarantors in or to all Domestic Subsidiaries that are not Guarantors shall not exceed $2,500,000 at any time, and (iv) made by the Borrower or any Domestic Subsidiary in or to any Foreign Subsidiary in an aggregate amount at any one time outstanding not to exceed $50,000,000, provided that, with respect to this clause (iv), no such Investment shall be made unless (A) both prior to and after giving effect to such Investment no Default or Event of Default exists and (B) after giving effect to such Investment the Borrowing Base then in effect exceeds the total Revolving Credit Exposures by at least an amount equal to ten percent (10%) of the then current Borrowing Base less cash then maintained by the Borrower.

     2.16 Amendment to Section 9.11 . Section 9.11 is hereby amended in its entirety to read as follows:

Section 9.11. Mergers, Etc. The Parent and the Borrower will not, and will not permit any Subsidiary to, merge into or with or consolidate with any other Person, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person, except that (a) any Wholly-Owned Domestic Subsidiary may merge with any other Wholly-Owned Domestic Subsidiary, (b) the Parent and/or Borrower may merge with any Wholly-Owned Domestic Subsidiary so long as the Parent and/or Borrower is the survivor and (c) any Foreign Subsidiary may merge with any other Foreign Subsidiary; provided that if one of such Foreign Subsidiaries is a Wholly-Owned Subsidiary, the survivor shall be a Wholly-Owned Subsidiary.

     2.17 Amendment to Section 9.15 . Section 9.15 is hereby amended in its entirety to read as follows:

Section 9.15. Subsidiaries . The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, create or acquire any additional Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section 8.14(b), Section 8.14(c) and Section 8.14(d). The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, assign or otherwise dispose of any Equity Interests in any Subsidiary except in compliance with Section 9.12(d). The Parent shall not, and shall not permit any of its Domestic Subsidiaries to, sell, assign or otherwise dispose of any Equity Interests in any Domestic Subsidiary except in compliance with Section 9.12(d).

     2.18 Amendment to Section 10.01 . Section 10.01(g) is hereby amended by inserting in line 1 thereof after the phrase “any event or condition” the phrase “(other than customary change

of control or asset sale tender offer provisions of the Senior Notes Indenture which would require a mandatory prepayment or redemption of the Debt arising thereunder)”.

Section 3. Consent .

     3.1 Initial Public Offering . Subject to the terms and conditions set forth herein, the Lenders hereby consent to the actions of the Parent, the Borrower, all of their respective Subsidiaries and Affiliates undertaken in preparation of or in connection with the initial public offering for Oasis Petroleum Inc., including (a) the corporate reorganization, including the transfer of the Equity Interests in Oasis Petroleum LLC to Oasis Petroleum Inc. and (b) all other actions contemplated by (i) that certain Contribution Agreement among Oasis Petroleum Inc., Oasis Petroleum LLC, OAS Holding Company LLC, OAS Mergerco LLC and Encap Energy Capital Fund VI, L.P. to be executed in connection with the Initial Public Offering and substantially in the form attached hereto as Exhibit A and (ii) that certain Agreement and Plan of Merger among Oasis Petroleum LLC, OAS Holding Company LLC and OAS Mergerco LLC to be executed in connection with the Initial Public Offering and substantially in the form attached hereto as Exhibit B notwithstanding the requirements of any provision of the Credit Agreement. The consent set forth in the preceding sentence is limited to the extent specifically set forth therein and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be effected by such consent.

     3.2 October 1, 2010 Scheduled Redetermination . Subject to the terms and conditions set forth herein, the Lenders hereby consent to the use of a Reserve Report dated as of June 1, 2010 in connection with the October 1, 2010 Scheduled Redetermination of the Borrowing Base notwithstanding the requirement in section 8.12(a) of the Credit Agreement that such Reserve Report be dated as of July 1, 2010.

Section 4. Conditions Precedent . Except as specifically set forth below with respect to the consent contained in Section 3.2, this First Amendment shall become effective as of the date when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):

     4.1 The Administrative Agent shall have received from the Majority Lenders, each Guarantor and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Person.

     4.2 The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of Oasis Petroleum Inc. setting forth (a) resolutions of its board of directors with respect to the authorization of such Person to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (b) the officers of Oasis Petroleum Inc. (i) who are authorized to sign the Loan Documents to which it is a party and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement and the transactions contemplated hereby, (c) specimen signatures of such authorized officers, and (d) the articles or certificate of incorporation and by-laws or other applicable organizational documents of Oasis

Petroleum Inc., certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.

     4.3 The Administrative Agent shall have received (a) an executed Assumption Agreement relating to the Guaranty Agreement and (b) an executed Supplement to the Guaranty Agreement, in each case, from Oasis Petroleum Inc.

     4.4 The Administrative Agent shall have received confirmation of (a) the acquisition by Oasis Petroleum Inc. of 100% of the Equity Interests in Oasis Petroleum LLC and (b) the consummation of the Initial Public Offering of Oasis Petroleum Inc.

     4.5 The Administrative Agent shall have received any prepayment of Borrowings required pursuant to Section 3.04(c)(iv).

     4.6 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof.

     4.7 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this First Amendment.

     4.8 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.

     Irrespective of whether or not the remainder of this Fourth Amendment becomes effective, the consent contained in Section 3.2 of this First Amendment shall automatically become effective upon the satisfaction of the condition precedent set forth in Section 4.1 hereof.

     The Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. Notwithstanding the foregoing, except with respect to the consent contained in Section 3.2 hereof, this First Amendment shall not become effective unless each of the foregoing conditions is satisfied or waived prior to the earlier of (a) 2:00 p.m., New York City time, on October 1, 2010 and (b) receipt by the Administrative Agent of notification from the Borrower that an Initial Public Offering has been abandoned or is no longer actively being pursued.

Section 5. Miscellaneous .

     5.1 Confirmation . The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.

     5.2 Limited Consent . Except as expressly set forth in Section 3 hereof, the execution, delivery, performance and effectiveness of this First Amendment shall not operate nor

be deemed to be nor construed as a consent to deviation from, or waiver of, any term, provision, condition, representation, warranty or covenant contained in the Credit Agreement, the other Loan Documents, or any other contract or instrument.

     5.3 No Waiver . Neither the execution by the Administrative Agent or the Lenders of this First Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any Defaults or Events of Default which may exist, which may have occurred prior to the date of the effectiveness of this First Amendment or which may occur in the future under the Credit Agreement and/or the other Loan Documents. Similarly, nothing contained in this First Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Default or Event of Default, (b) except as expressly provided herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any other word or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference in any other Loan Document to the Credit Agreement or any word or words of similar import shall be and mean a reference to the Credit Agreement as amended hereby.

     5.4 Ratification and Affirmation; Representations and Warranties . Each Obligor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

     5.5 Counterparts . This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

     5.6 No Oral Agreement . This First Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or

unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.

     5.7 GOVERNING LAW . THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     5.8 Payment of Expenses . In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this First Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

     5.9 Severability . Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     5.10 Successors and Assigns . This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[SIGNATURES BEGIN NEXT PAGE]

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first written above.

Exhibit A
Form of Contribution Agreement

FORM OF

CONTRIBUTION AGREEMENT

By and Among

OASIS PETROLEUM INC.

OASIS PETROLEUM LLC

OAS HOLDING COMPANY LLC

OAS MERGERCO LLC

And

ENCAP ENERGY CAPITAL FUND VI, L.P.

Dated as of       , 2010

CONTRIBUTION AGREEMENT

This Contribution Agreement, dated as of       , 2010 (this “ Agreement ”), is by and among Oasis Petroleum Inc., a Delaware corporation (“ Oasis ”), Oasis Petroleum LLC, a Delaware limited liability company (“ Oasis LLC ”), OAS Holding Company LLC, a Delaware limited liability company (“ Oasis Holdings ”), OAS Mergerco LLC, a Delaware limited liability company (“ Merger LLC ”) and Encap Energy Capital Fund VI, L.P., a Delaware limited partnership (“ Encap ”). The above-named entities are sometimes referred to in this Agreement each as a “ Party ” and collectively as the “ Parties .” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

RECITALS

WHEREAS , Oasis LLC formed Oasis Holdings as a limited liability company under the Delaware Limited Liability Company Act, as amended (the “ Act ”) and owns all of the equity interests in Oasis Holdings.

WHEREAS , pursuant to the terms of the Limited Liability Company Agreement of Oasis Holdings dated as of February 26, 2010 (the “ New Holdings Agreement ”), the various parties to the New Holdings Agreement agreed that the transactions and actions being consummated by the terms of this Agreement were transactions that the parties were obligated to consummate subsequent to the formation of Oasis Holdings and, as a consequence, this Agreement is in furtherance of the terms and obligations of the parties under the New Holdings Agreement;

WHEREAS , Oasis Holdings formed Merger LLC as a limited liability company under the Act and owns all of the equity interests in Merger LLC.

WHEREAS , Oasis Holdings incorporated Oasis as a corporation under the Delaware General Corporation Law, as amended, and contributed $10.00 to Oasis in exchange for 1,000 shares of Common Stock.

WHEREAS , as contemplated by that certain Registration Statement on Form S-1 (Registration No. 333-165212) filed by Oasis with the Securities and Exchange Commission to register the public offering and sale of common stock of Oasis (the “ IPO ”), the Parties intend to cause various transactions to occur at or prior to the initial closing of the IPO.

WHEREAS , concurrently with the consummation of the transactions contemplated hereby, each of the following transactions shall occur:

	1.		Oasis LLC will contribute to Oasis Holdings $7,222 in cash in exchange for a 10% membership interest in Oasis Holdings.
	2.		Encap will contribute to Oasis Holdings membership interests in Oasis LLC representing a 0.01% interest in Oasis LLC in exchange for a 90% membership interest in Oasis Holdings.
	3.		Merger LLC will, pursuant to the Agreement and Plan of Merger, dated the date hereof (the “ Merger Agreement ”), merge with and into Oasis LLC, the separate

organizational existence of Merger LLC shall cease, and Oasis LLC shall continue as the surviving entity (the “ Merger ”).

	4.		By virtue of the Merger, all of the membership interests in Oasis LLC shall be converted into membership interests in Oasis Holdings, whereby Oasis LLC will become a wholly-owned subsidiary of Oasis Holdings and the former members of Oasis LLC will be admitted to and become the members of Oasis Holdings, owning the same percentage interests in Oasis Holdings that were owned in Oasis LLC (the “ Conversion ”).
	5.		Oasis Holdings will contribute to Oasis all of the membership interests in Oasis LLC in exchange for shares of Common Stock, representing 100% of the outstanding capital stock of Oasis.
	6.		The limited liability company agreements of Oasis Holdings and Oasis LLC will be amended and restated to the extent necessary to reflect the applicable matters set forth above and contained in this Agreement.

NOW , THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Agreement referred to below:

“ Common Stock ” means the common stock of Oasis, par value $0.01 per share.

“ Effective Time ” means 12:01 a.m. Central Standard Time on the date of the closing of the IPO.

“ Underwriters ” means those underwriters listed in the Underwriting Agreement.

“ Underwriting Agreement ” means that certain Underwriting Agreement between Morgan Stanley and UBS Securities LLC, as representatives of the Underwriters, Oasis and Oasis Holdings, dated as of      , 2010.

ARTICLE II
CONTRIBUTIONS AND ACKNOWLEDGEMENTS

      Section 2.1 Contribution to Oasis Holdings by Oasis LLC . Effective immediately following the Effective Time, Oasis LLC hereby contributes to Oasis Holdings, as a capital contribution, cash in an amount of $7,222, in exchange for a 10% membership interest in Oasis Holdings.

      Section 2.2 Contribution to Oasis Holdings by Encap . Effective immediately following the Effective Time, Encap hereby contributes to Oasis Holdings, as a capital

contribution, membership interests in Oasis LLC representing a 0.01% interest in Oasis LLC, in exchange for a 90% membership interest in Oasis Holdings.

      Section 2.3 Acknowledgement of Merger and Conversion . Effective immediately following the consummation of the transaction described in Section 2.2, the Parties hereto hereby acknowledge, pursuant to the Merger Agreement, the completion of the Merger and the Conversion.

      Section 2.4 Contribution of Oasis LLC by Oasis Holdings to Oasis . Effective immediately following the consummation of the transaction described in Section 2.3, Oasis Holdings hereby contributes, conveys, assigns and transfers to Oasis all of the membership interests in Oasis LLC, in exchange for shares of Common Stock.

      Section 2.5 Amended and Restated Limited Liability Company Agreement of Oasis LLC . Effective immediately following the consummation of the transaction described in Section 2.4, Oasis shall enter into an Amended and Restated Limited Liability Company Agreement of Oasis LLC to admit Oasis as the sole member of Oasis LLC.

ARTICLE III
FURTHER ASSURANCES

From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional, assignments, conveyances, instruments, notices and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out the purposes and intent of this Agreement.

ARTICLE IV
EFFECTIVE TIME

Notwithstanding anything contained in this Agreement to the contrary, the provisions of Article II and Article III shall not be binding or have any effect until Oasis and Oasis Holdings execute the Underwriting Agreement, at which time all such provisions shall be effective and operative without further action by any Party hereto.

ARTICLE V
MISCELLANEOUS

      Section 5.1 Order of Completion of Transactions . The transactions provided for in Article II of this Agreement shall be completed in the order and at the times set forth in Article II.

      Section 5.2 Headings; References; Interpretation . All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect

the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

      Section 5.3 Assignment of Agreement; Successors and Assigns . Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior consent of each of the Parties. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

      Section 5.4 No Third Party Rights . The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

      Section 5.5 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

      Section 5.6 Choice of Law . This Agreement shall be subject to and governed by the laws of the State of Texas. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Houston, Texas.

      Section 5.7 Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provisions or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

      Section 5.8 Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement.

      Section 5.9 Integration . This Agreement and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written,

with respect to the specific transactions effected pursuant to this Agreement and such instruments.

      Section 5.10 Deed; Bill of Sale; Assignment . To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.

Exhibit B
Form of Agreement and Plan of Merger

FORM OF
AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of      , 2010 and effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “ Act ”) is made and entered into by and among Oasis Petroleum LLC, a Delaware limited liability company (“ Oasis LLC ”), OAS Holding Company LLC, a Delaware limited liability company (“ Oasis Holdings ”), and OAS Mergerco LLC, a Delaware limited liability company (“ Merger LLC ”, and together with Oasis LLC and Oasis Holdings, the “ Parties ”).

RECITALS

      WHEREAS , pursuant to the terms of the Limited Liability Company Agreement of Oasis Holdings dated as of February 26, 2010 (the “ New Holdings Agreement ”), the various parties to the New Holdings Agreement agreed that the transactions and actions being consummated by the terms of this Agreement were transactions that the parties were obligated to consummate subsequent to the formation of Oasis Holdings and, as a consequence, this Agreement is in furtherance of the terms and obligations of the parties under the New Holdings Agreement;

      WHEREAS , the Board of Managers of Oasis LLC, pursuant to the Liability Company Agreement of Oasis LLC dated March 5, 2007, as amended by Amendment No. 1 to Limited Liability Company Agreement effective November 1, 2007, as further amended by Amendment to Amendment No. 1 to Limited Liability Company Agreement dated June 24, 2008, as further amended by Amendment No. 2 to Limited Liability Company Agreement dated December 1, 2009 (as amended, the “ Oasis LLC Agreement ”), have adopted by unanimous written consent, resolutions recommending and approving the Merger (as defined below) upon the terms and conditions hereinafter set forth;

      WHEREAS , Oasis Holdings, as the sole member of Merger LLC, has adopted, by its unanimous written consent, resolutions recommending and approving the Merger upon the terms and conditions hereinafter set;

      WHEREAS , the Parties desire to enter into this Agreement to set forth the terms and conditions upon which the Merger shall take place; and

      WHEREAS , Oasis Holdings shall issue interests to the members of Oasis LLC (other than Oasis Holdings) in connection with the Merger described herein and has entered into this Agreement to acknowledge its obligations herein;

      NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements herein contained, and for the purpose of prescribing the terms and conditions of the Merger and the mode of carrying the same into effect, the Parties hereby covenant and agree as follows:

     3.  Merger . In accordance with Section 18-209 of the Act and subject to and upon the terms and conditions of this Agreement, Merger LLC shall, at the Effective Time, be merged with and into Oasis LLC, the separate organizational existence of Merger LLC shall cease and Oasis LLC shall continue as the surviving entity (the “ Merger ”). Oasis LLC, as the entity surviving the Merger (the “ Surviving Entity ”), shall continue its existence as a limited liability company under the laws of the State of Delaware and operate under a new amended and restated limited liability company agreement to be effective as of the Effective Time, the form of which is attached hereto as Annex B .

     4.  Conversion of Ownership Interests . At the Effective Time, by virtue of the Merger, all of the interests in Oasis LLC issued and outstanding immediately prior to the Effective Time (other than those owned by Oasis Holdings) shall be converted into interests in Oasis Holdings, as set forth on Schedule I , so that, after giving effect to such conversion, (i) Oasis Holdings is the sole holder of all of the issued and outstanding interests in Oasis LLC and therefore the sole member thereof and (ii) the holders of interests in Oasis LLC issued and outstanding immediately prior to the Effective Time (other than those owned by Oasis Holdings) shall constitute the members of Oasis Holdings as set forth on Schedule I.

     5.  Oasis Holdings Signature to this Agreement . Oasis Holdings is a signatory hereto solely for the purposes of agreeing to (i) issue the interests described in Section 4 above, (ii) admit the holders of such interests as members and (iii) amend and restate its Limited Liability Company Agreement, dated February 26, 2010 (the “ Original Holdings Agreement ”), as described in Section 6 below.

     6.  Constituent Documents of the Surviving Entity . At the Effective Time, upon the Merger becoming effective, Oasis LLC’s certificate of formation, as existing and constituted immediately prior to the Effective Time of the Merger, shall be and constitute the certificate of formation of the Surviving Entity until amended in the manner provided by law, and the New Holdings Agreement shall become effective in accordance with its terms, be deemed to amend

and restate the Original Holdings Agreement in its entirety and thereafter continue as the effective limited liability agreement of Oasis Holdings until thereafter amended.

     7.  Amendment . At any time prior to the Effective Time, this Agreement may, to the extent permitted by the Act, be supplemented, amended or modified by the mutual consent of Oasis Holdings, on its own behalf and as the sole member of Merger LLC and Oasis LLC.

     8.  Counterparts . This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.

     9.  Governing Law . This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware.

     10.  Entire Agreement; No Third Party Beneficiaries . This Agreement (including the Annexes and Schedules hereto and the documents and instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof, and is not intended to confer upon any person other than the Parties any rights or remedies hereunder..

     11.  Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

     12.  Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties to the greatest extent legally permissible.

[Signature page follows.]

     IN WITNESS WHEREOF, Oasis LLC and Merger LLC have caused this Agreement to be executed as of the date first written above.

ANNEX A

ANNEX B

SCHEDULE I

Exhibit 10.6

FINAL

EMPLOYMENT AGREEMENT

     This Employment Agreement (this “ Agreement ”) is made by and between Oasis Petroleum Inc., a Delaware corporation (the “ Company ”), and Thomas B. Nusz (“ Employee ”) effective as of June 18, 2010 (the “ Effective Date ”).

      WHEREAS , the Company currently employs Employee as its Chairman and Chief Executive Officer;

      WHEREAS , the Company desires to continue to employ Employee and Employee desires to continue to be employed by the Company and to commit himself to serve the Company on the terms herein provided.

      NOW, THERFORE , in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

      1.  Employment . The Company shall continue to employ Employee, and Employee accepts continued employment with the Company, upon the terms and conditions set forth in this Agreement. Unless earlier terminated pursuant to Section 4 below, the initial term of this Agreement shall begin on the Effective Date and end on the third anniversary of the Effective Date (the “ Initial Term ”), provided , however , that the term shall be automatically renewed for successive one-year periods (each such period an “ Extension Term ”) unless the Company provides a written notice of non-renewal to the Employee more than 60 days before the end of the Initial Term or, if applicable, the current Extension Term. The Initial Term together with each Extension Term, if any, shall be the “ Term .” If the Company gives timely notice of non-renewal, then Employee’s employment shall end on the last day of the Term. A termination of Employee’s employment and the Term by reason of notice of non-renewal given by the Company shall be considered a termination without Cause for purposes of Section 4.

      2.  Position and Duties; Exclusive Compensation and Services .

          (a) During the Term, Employee shall hold the title of Chairman and Chief Executive Officer. The Company and Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company’s Board of Directors (the “ Board ”), or such other officer of the Company as shall be designated by the Board. Employee shall report to the Board, or to such other officer of the Company as shall be designated by the Board. All services that Employee may render to the Company or any of its Affiliates in any capacity during the Term shall be deemed to be services required by this Agreement and the consideration for such services is that provided for in this Agreement.

          (b) During the Term, Employee agrees to devote his full business time and attention to the business and affairs of the Company, unless Employee notifies the Board in advance of Employee’s intent to engage in other paid work and receives the Board’s express written consent to do so. Notwithstanding the foregoing, so long as such activities do not conflict with the Company’s interests, interfere with Employee’s duties and responsibilities or

violate Employee’s obligations hereunder, Employee will not be prohibited from (i) managing his personal, financial, and legal affairs; (ii) engaging in professional, charitable or community activities or organizations or (iii) serving on the boards of directors, or advisory boards of directors, of not-for-profit charitable organizations, not-for-profit professional organizations, or for-profit corporations, so long as Employee secures the Board’s express written consent for Employee to serve on such boards prior to undertaking such service.

          (c) During the Term, Employee agrees to comply with and, where applicable, enforce the policies of the Company, including without limitation such policies with respect to legal compliance, conflicts of interest, confidentiality, professional conduct and business ethics as are from time to time in effect. Employee shall cooperate with any investigation or inquiry authorized by the Board or conducted by a governmental authority related to the Company’s or an Affiliate’s business or the Employee’s conduct related to the Company or an Affiliate.

      3.  Compensation .

          (a) Base Salary . During the Term, Employee’s base salary shall be $325,000 per annum, which salary may be increased (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion (the “ Base Salary ”), which Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices.

          (b) Annual Bonus . During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “ Performance Bonus ”) for each calendar year pursuant to an annual cash performance bonus program (the “ Bonus Plan ”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 80% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “ Target Performance Bonus ”). For each calendar year, the Board and the Employee will mutually determine and will establish in writing (i) the applicable performance targets, (ii) the percentage of annual Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates.

          (c) Employee Benefits . Employee will be entitled during the Term to receive such welfare benefits and other fringe benefits (including, but not limited to vacation, financial and tax planning assistance, medical, dental, life insurance, 401(k) and other employee benefits and perquisites, such as club membership dues) as the Company may offer from time to time to similarly situated executive level employees, subject to applicable eligibility requirements. The

Company shall not, however, by reason of this Section 3(c), be obligated to refrain from changing, amending, or discontinuing any such benefit plan or program, on a prospective basis, so long as any such changes are similarly applicable to similarly situated employees of the Company.

          (d) Business Expenses . The Company shall reimburse Employee for all reasonable expenses incurred by him in the course of performing his duties during the Term to the extent consistent with the Company’s written policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses (“ Business Expenses ”). Notwithstanding any provision in this Agreement to the contrary, the amount of Business Expenses for which Employee is eligible to receive reimbursement during any calendar year shall not affect the amount of Business Expenses for which Employee is eligible to receive reimbursement during any other calendar year within the Term. Reimbursement of Business Expenses under this Section 3(d) shall generally be made within two weeks of Employee’s submission of expense reports pursuant to Company policy, but in no event later than March 15 of the calendar year following the calendar year in which the expense was incurred. Employee is not permitted to receive a payment or other benefit in lieu of reimbursement under this Section 3(d).

          (e) Long Term Incentive Compensation . Employee may, as determined by the Board (or a designated committee thereof) in its sole discretion, periodically receive grants of stock options or other equity or non-equity related awards pursuant to the Company’s long-term incentive plan(s), subject to the terms and conditions thereof. Any grants previously awarded to Employee pursuant to the Company’s long-term incentive plan(s) that are outstanding on the Effective Date hereof shall continue to be governed by the terms and conditions of such plan(s).

      4.  Termination of Employment . Unless otherwise agreed to in writing by the Company and Employee, Employee’s employment hereunder may be terminated under the following circumstances:

          (a) Death . Employee’s employment hereunder shall terminate upon his death.

          (b) Inability to Perform . Employee’s employment may be terminated by the Company if Employee has incurred a Disability. For purposes of this Agreement, “ Disability ” means Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, if required by law, due to physical or mental impairment. The existence of any such Disability shall be certified by a physician acceptable to both the Company and Employee. If the parties are not able to agree on the choice of a physician, each party shall select a physician who, in turn, shall select a third physician to render such certification. In no event will Employee’s employment be terminated as a result of Disability pursuant to this Section 4(b) until at least 180 consecutive days of paid leave have elapsed and the Company has provided Employee with at least thirty days’ advance written notice of termination. During the 180 days of paid leave, the Company may offset the payment of Employee’s Base Salary then in effect by the amount of any short-term or long-term disability benefits Employee receives pursuant to Section 3(c) above.

          (c) Termination by the Company . The Company may terminate Employee’s employment with or without Cause. For purposes of this Agreement, the term “ Cause ” means Employee (i) has been convicted of a misdemeanor involving moral turpitude or a felony, (ii) has engaged in grossly negligent or willful misconduct in the performance of his duties for the Company, which actions have had a material detrimental effect on the Company, (iii) has breached any material provision of this Agreement, (iv) has engaged in conduct which is materially injurious to the Company (including, without limitation, misuse or misappropriation of the Company’s funds or other property), or (v) has committed an act of fraud, provided, however, that the Company must give Employee written notice of the acts or omissions constituting Cause within 60 days after an officer of the Company (other than Employee) first learns of the occurrence of such event, and no termination shall be for Cause under clauses (ii), (iii), (iv), or (v) contained in this Section 4(c) unless and until Employee fails to cure such acts or omissions within 30 days following receipt of such written notice.

          (d) Termination by Employee . Employee may, upon giving the Company no less than 30 days’ advance written notice, terminate Employee’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the term “ Good Reason ” shall mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (i) a material reduction in Employee’s base compensation, (ii) a material diminution in Employee’s authority, duties or responsibilities, (iii) a permanent relocation in the geographic location at which Employee must perform services to a location more than 50 miles from the location at which Employee normally performed services immediately before the relocation; (iv) a requirement that Employee report to an officer or employee instead of the Board; or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its Affiliates nor the Company or an Affiliate entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee’s allegation of Good Reason, (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60 days after the occurrence of such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such allegation. If not remedied within that 30-day period, Employee may submit a Notice of Termination pursuant to Section 5(e), provided that the Notice of Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, Employee is deemed to have accepted such event, or the Company’s remedy of such event, that may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee’s right to claim Good Reason with respect to future similar events.

          (e) Investigation; Suspension . The Company may suspend Employee with pay pending an investigation authorized by the Company or a governmental authority or a determination by the Company whether Employee has engaged in acts or omissions constituting Cause, and such paid suspension shall not constitute Good Reason or a termination of this Agreement or Employee’s employment.

      5.  Compensation Upon Termination .

          (a) For Cause or Without Good Reason . In the event Employee’s employment is terminated by the Company for Cause or by the Employee without Good Reason, the Company shall pay to Employee (i) any unpaid portion of the Base Salary through the Date of Termination at the rate then in effect, (ii) any unpaid Performance Bonus earned in the calendar year prior to the Date of Termination, (iii) unreimbursed Business Expenses through the Date of Termination, and (iv) such employee benefits, if any, as to which Employee may be entitled pursuant to the terms governing such benefits. The amounts, if any, set forth in (i), (ii), (iii), and (iv) shall be collectively referred to herein as the “ Accrued Payments ”. The Accrued Payments shall be paid at the time and in the manner required by applicable law but in no event later than 30 business days after the Date of Termination, with the exception of (ii), which shall be paid at the time provided in and in accordance with Section 3(b).

          (b) Without Cause or For Good Reason . In addition to the Accrued Payments, in the event Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason and such termination constitutes a “separation from service” (as defined in Section 5(i)), the Company shall pay to Employee a pro-rata portion of the Performance Bonus that Employee would have been entitled to receive pursuant to Section 3(b) hereof for the calendar year of termination, multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in the calendar year of Employee’s termination, and the denominator of which is 365 (the “ Pro-Rata Bonus ”), payable as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. In addition, the Company shall provide Employee with the following (the “ Severance Package ”), contingent upon Employee satisfying the Severance Conditions, as defined below:

          (i) Payment of an amount (the “ Separation Payment ”) equal to the greater of either (1) the aggregate amount of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, that would have been paid to Employee if he had continued performing services pursuant to this Agreement for the remainder of the then-current Term or (2) the equivalent of twelve months of Employee’s Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, payable at the time and in the manner provided in this Section 5(b) below; plus

          (ii) Pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of 18 months following Employee’s Date of Termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”), provided that Employee elects to continue and remains eligible for these benefits under COBRA; plus

          (iii) (A) if the Date of Termination occurs during the Initial Term, an amount equal to the aggregate of each Target Performance Bonus that Employee would have been eligible to receive if he had continued performing services pursuant to this Agreement for the remainder of the then-current Term, calculated based on Employee’s

Base Salary in effect on the Date of Termination or, if greater, before any reduction not consented to by Employee or (B) if the Date of Termination occurs during any Extension Term, an amount equal to 80% of the aggregate amount of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, that would have been paid to Employee if he had continued performing services pursuant to this Agreement for the remainder of the then-current Term, minus any Pro-Rata Bonus received by the Employee pursuant to section 5(b) above, payable as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Target Performance Bonus relates; plus

          (iv) immediate vesting of all unvested equity awards under the Company’s 2010 Long Term Incentive Plan or other plans of the Company as of the Date of Termination, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the Date of Termination.

To receive the Severance Package, Employee must execute and return to the Company on or prior to the 60th day following the Date of Termination a waiver and release of claims agreement in the Company’s customary form, which shall exclude claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company and which may be amended by the Company to reflect changes in applicable laws and regulations (the “ Release ”), and where applicable, not timely revoke such Release (the “ Severance Conditions ”).

     The Separation Payment shall be paid as follows:

          (A) If the Separation Payment is greater than the Section 409A Exempt Amount (defined below), then —

               (1) the Section 409A Exempt Amount shall be paid in substantially equal monthly installments over a period of twelve (12) months beginning on the first payroll date which occurs on or after the 60th day following the Date of Termination, and

               (2) the excess of the Separation Payment over the Section 409A Exempt Amount shall be paid in a single lump sum no later than 60 days after the Date of Termination.

For purposes of this Agreement, the “Section 409A Exempt Amount” is two times the lesser of (x) Employee’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year preceding the calendar year in which Employee has a “separation from service” (as defined in Section 5(i)) with the Company (adjusted for any increase during that year that was expected to continue indefinitely if Employee had not separated from service) or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee has a separation from service.

          (B) If the Separation Payment is equal to or less than the Section 409A Exempt Amount, then the Separation Payment shall be paid in equal monthly installments over a period of months (limited to 24 such months) determined by dividing (x) the Separation Payment by (y) the Employee’s Monthly Base Salary as of the Date of Termination, commencing in payment on the first day of the third month following the Date of Termination, provided that the Date of Termination constitutes a “separation from service” (as defined in Section 5(i)).

          (c) Death or Disability . In the event Employee’s employment terminates by reason of his death or Disability, Employee (or his estate) shall be entitled to receive:

          (i) the Accrued Payments;

          (ii) a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates; and

          (iii) provided Employee satisfies the Severance Conditions, (1) an amount equivalent to twelve (12) months of Employee’s Base Salary as of the Date of Termination, or, if greater, before any reduction not consented to by Employee, payable in a lump sum within 60 days of the Date of Termination; and (2) pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of 18 months following Employee’s Date of Termination, under the applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA.

          (d) Exclusive Compensation and Benefits . The compensation and benefits described in this Section 5 or in Section 6 as applicable, along with the associated terms for payment, constitute all of the Company’s obligations to Employee with respect to the termination of Employee’s employment. Nothing in this Agreement, however, is intended to limit any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Employee may have under the applicable provisions of any benefit plan of the Company in which Employee is participating on the Date of Termination, any rights Employee may have to continue or convert coverage under certain employee benefit plans in accordance with the terms of those plans and applicable law, or any rights Employee may have under long-term incentive or equity compensation plan.

          (e) Notice of Termination . Any termination of Employee’s employment occurring in accordance with the terms of this Section 5 (other than by reason of Employee’s death) shall be communicated to the other party by written notice that (i) indicates the specific termination provisions of this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination, and (iii) specifies the Date of Termination (a “ Notice of Termination ”), and that is delivered to the other party in accordance with Section 9(i) of this Agreement.

          (f) Date of Termination . For purposes of this Agreement, “ Date of Termination ” means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however that if Employee’s employment is terminated by reason of his death, the Date of Termination shall be the date of death of Employee.

          (g) Deemed Resignations . Unless otherwise agreed to in writing by the Company and Employee prior to termination of Employee’s employment, any termination of Employee’s employment shall constitute an automatic resignation of Employee from all positions he then holds as an employee, officer, director, manager or other service provider of the Company and each Affiliate of the Company.

          (h) Offset . Employee agrees that the Company may set off against, and Employee authorizes the Company to deduct from, any payments due to Employee, or to his estate, heirs, legal representatives, or successors, any amounts which may be due and owing to the Company or an Affiliate by Employee, whether arising under this Agreement or otherwise; provided that no such offset may be made with respect to amounts payable that are subject to the requirements of Section 409A of the Code unless the offset would not result in a violation of the requirements of Section 409A of the Code.

          (i) Application of Section 409A . The amounts payable pursuant to Sections 5 and 6 of this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoing, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “ Section 409A Regulations ”) shall be paid unless and until Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “ Delayed Payment Date ”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section 5(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments.

      6.  Change in Control .

          (a) Upon the occurrence of a Change in Control (as defined in the Company’s 2010 Long Term Incentive Plan) during the Term, all unvested equity awards under the Company’s 2010 Long Term Incentive Plan or other plans of the Company as of such date shall become immediately vested, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the date of such Change in Control. In addition, if a Change in Control occurs during the Term and (x) Employee is terminated by the

Company for any reason other than for Cause within one year following such Change in Control or (y) Employee terminates employment for Good Reason within one year following such Change in Control, and any such termination constitutes a separation from service (as defined in Section 5(i)), then, the Company shall:

     (i) Pay Employee within 60 days following the Date of Termination, a lump sum payment equal to two (2) times the sum of (i) Employee’s annual rate of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, plus (ii) (A) if the Date of Termination occurs during the Initial Term, the maximum Performance Bonus Employee is eligible to receive for the calendar year in which the Change in Control occurs or (B) if the Date of Termination occurs during any Extension Term, Employee’s Target Performance Bonus, calculated based on Employee’s Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee; plus

     (ii) pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of 18 months following Employee’s separation date, under COBRA, provided that Employee elects to continue and remains eligible for these benefits under COBRA.

provided, that, nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control; provided, further, that, in the event Employee is terminated simultaneously with the occurrence of a Change in Control or within one year thereof, Employee shall be entitled to receive the greater of the payments or benefits provided under Section 5(b) of this Agreement and this Section 6(a), which receipt shall be conditioned upon Employee’s satisfaction of the Severance Conditions.

          (b) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company or any of its wholly-owned subsidiaries or any other affiliate (as that term is used in Treas. Reg. § 1.280G-1, Q/A-46) to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) is subject to the excise tax imposed by Section 4999 of the Code, or any interest and penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “ Excise Tax ”), Employee shall be entitled to receive, in accordance with Exhibit A hereof, an additional payment (a “ Gross-Up Payment ”) in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          Notwithstanding the foregoing provisions of this Section 6(b), if it is determined that Employee is entitled to a Gross-Up Payment, but that the value of the Parachute Payments

(as defined below) does not exceed 110% of the Safe Harbor Amount (as defined below), then no Gross-Up Payment shall be made to Employee and the Payments, in the aggregate, will be reduced to the Safe Harbor Amount. The reduction of the Payments to the Safe Harbor Amount will be made in the following order:

     (i) First, by reducing the cash amounts of Parachute Payments that would not constitute deferred compensation (within the meaning of Section 409A of the Code) subject to Section 409A of the Code (with the Payments subject to such reduction to be determined by Employee), to the extent necessary to decrease the Payments that would otherwise constitute Parachute Payments to the Safe Harbor Amount.

     (ii) Next, if after the reduction to zero of the amounts described in paragraph (i) above, the remaining scheduled Parachute Payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of Payments that constitute deferred compensation (within the meaning of Section 409A of the Code) subject to Section 409A of the Code, with the reductions to be applied first to the Payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the Payments that would otherwise constitute Parachute Payments to the Safe Harbor Amount.

     (iii) Next, if after the reduction to zero of the amounts described in paragraphs (i) and (ii) above, the remaining scheduled Parachute Payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled Payments, in an order to be determined by the Company, to the extent necessary to decrease the Payments that would otherwise constitute Parachute Payments to the Safe Harbor Amount.

The term “Parachute Payment” is the portion of the Payments that would be treated as parachute payments under Section 280G of the Code. The “Safe Harbor Amount” is the maximum amount of Payments that could be made to Employee without giving rise to any Excise Tax.

      7.  Protection of Information .

          (a) Disclosure to and Property of the Company . All information, trade secrets, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during the term of his employment (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its wholly-owned subsidiaries’ business, products or services and all writings or materials of any type embodying any such matters (collectively, “ Confidential Information ”) shall be disclosed to the Company, and are and shall be the sole and exclusive property of the Company. Confidential Information does not, however, include any information that is available to the public other than as a result of any unauthorized act of Employee.

          (b) No Unauthorized Use or Disclosure . Employee agrees that Employee will preserve and protect the confidentiality of all Confidential Information and work product of the Company and its wholly-owned subsidiaries, and will not, at any time during or after the

termination of Employee’s employment with the Company, make any unauthorized disclosure of, and shall not remove from the Company premises, and will use reasonable efforts to prevent the removal from the Company premises of, Confidential Information or work product of the Company or its wholly-owned subsidiaries, or make any use thereof, in each case, except in the carrying out of Employee’s responsibilities hereunder. Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law and Employee is making such disclosure, Employee shall provide the Company with prompt notice of such requirement, and shall use commercially reasonable efforts to give such notice prior to making any disclosure so that the Company may seek an appropriate protective order.

          (c) Remedies . Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Section 7 by Employee, and the Company or its wholly-owned subsidiaries shall be entitled to enforce the provisions of this Section 7 by obtaining an order for specific performance and/or injunctive relief as remedies for any such breach or threatened breach, including but not limited to an order terminating payments owing to Employee under this Agreement. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 7, but shall be in addition to all remedies available at law or in equity to the Company, including the recovery of damages from Employee and remedies available to the Company pursuant to other agreements with Employee.

          (d) No Prohibition . Nothing in this Section 7 shall be construed as prohibiting Employee, following the termination of the Prohibited Period (as defined below), from being employed by any Competing Business (as defined below) or engaging in any Prohibited Activity (as defined below); provided, that during such employment or engagement Employee complies with his obligations under this Section 7.

      8.  Non-Competition and Non-Solicitation .

          (a) Definitions . As used in this Agreement, the following terms shall have the following meanings:

          (i) “ Affiliate ” shall mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified individual or entity.

          (ii) “ Competing Business ” means any business, individual, partnership, firm, corporation or other entity engaged in oil and gas exploration and production.

          (iii) “ Prohibited Activity ” means any service or activity on behalf of a Competing Business that involves the planning, management, supervision, or providing of services that are substantially similar to those services Employee provided to the Company within the last 12 months of Employee’s employment with the Company.

          (iv) “ Prohibited Period ” means the Term and the 12 month period following the termination of Employee’s employment with the Company.

          (v) “ Restricted Area ” means any area within a six (6) mile radius of the boundary of any existing leasehold or other property of the Company or its Affiliates, either during the Term or as of the Employee’s Date of Termination. The parties stipulate that the forgoing is a reasonable area restriction because the area identified is the market area with respect to which Employee will help the Company provide its products and services, help analyze, and/or receive access to Confidential Information.

          (b) Protective Covenants and Restrictions . Acknowledging delivery of Confidential Information and that such Confidential Information is vital to Employee’s continued performance of services to the Company and acknowledging that the Company is delivering and will deliver the Confidential Information partly in reliance on the protective covenants and restrictions set forth herein, Employee agrees that the following protective covenants are reasonable and necessary for the protection of the Company’s legitimate business interests, do not create any undue hardship on Employee, and are not contrary to the public interest:

          (i) Non-compete . Employee expressly covenants and agrees that, during the Prohibited Period, he will not engage in any Prohibited Activity in the Restricted Area. Notwithstanding the foregoing, in the event Employee resigns his employment or is terminated, for any reason, on or after a Change in Control, Employee shall have no obligations to comply with this Section 8(b)(i).

          (ii) Non-solicitation . Employee further expressly covenants and agrees that during the Prohibited Period, he will not (A) solicit any individual who, on the Date of Termination, is an employee of the Company, to leave such employment, provided that Employee will not be deemed to have violated this provision if employees of the Company directly contact Employee regarding employment or respond to general advertisements for employment, or (B) solicit any client or customer of the Company, with whom Employee has had direct contact with, to terminate or modify its relationship with Company that exists on the Date of Termination. Notwithstanding the foregoing, in the event Employee resigns his employment or is terminated, for any reason, on or after a Change in Control, Employee shall have no obligations to comply with this Section 8(b)(ii).

          (c) Permitted Ownership . Notwithstanding any of the foregoing, Employee shall not be prohibited from owning 2.5% or less of the outstanding equity securities of any entity whose equity securities are listed on a national securities exchange or publicly traded in any over-the-counter market, provided that neither Employee nor any of his Affiliates, together or alone, has the power, directly or indirectly, to control or direct or is involved in the management or affairs of any such corporation that is a Competing Business.

          (d) Reasonableness . Employee and the Company agree and acknowledge that the limitations as to time, geographical area and scope of activity to be restrained as set forth in this Section 8 are the result of arm’s-length bargaining, are fair and reasonable, and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company in light of (i) the nature and geographic scope of the Company’s operations; (ii) Employee’s level of control over and contact with the Company’s business in the Restricted

Area; (iii) the fact that the Company’s business is conducted throughout the Restricted Area; and (iv) the amount of compensation that Employee is receiving in connection with the performance of his duties hereunder.

          (e) Relief and Enforcement . Employee hereby represents to the Company that he has read and understands, and agrees to be bound by, the terms of this Section 8. It is the desire and intent of the parties hereto that the provisions of this Section 8 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect. However, to the extent that any part of this Section 8 may be found invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable, and such part shall be deemed to have been so written and the remaining parts shall as written be effective and enforceable in all events. Employee and the Company further agree and acknowledge that, in the event of a breach or threatened breach of any of the provisions of this Section 8, the Company shall be entitled to immediate injunctive relief, as any such breach would cause the Company irreparable injury for which it would have no adequate remedy at law. Nothing herein shall be construed so as to prohibit the Company from pursuing any other remedies available to it hereunder, at law or in equity, for any such breach or threatened breach.

      9.  General Provisions .

          (a) Amendments and Waiver . Other than pursuant to Section 4(d), (i) the terms and provisions of this Agreement may not be modified or amended, nor may any of the provisions hereof be waived, temporarily or permanently, unless such modification or amendment is agreed to in writing and signed by Employee and by a duly authorized officer of the Company, and such waiver is set out in writing and signed by the party to be bound by waiver, and (ii) the failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other type of breach on a future occasion.

          (b) Withholding and Deductions . With respect to any payment to be made to Employee, the Company shall deduct, where applicable, any amounts authorized by Employee, and shall withhold and report all amounts required to be withheld and reported by applicable law.

          (c) Mitigation . Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by Employee as the result of employment by another employer after the Date of Termination, or otherwise.

          (d) Survival . The termination of Employee’s employment shall not impair the rights or obligations of any party that have accrued prior to such termination or which by their nature or terms survive termination of the Term, including without limitation the Company’s obligations under Sections 5 and 6 and Employee’s obligations under Sections 7 and 8.

          (e) No Obligation to Pay. With regard to any payment due to Employee under this Agreement, it shall not be a breach of any provision of this Agreement for the Company to fail to make such payment to Employee if by doing so, the Company violates applicable law.

          (f) Validity . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          (g) Entire Agreement . This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Employee by the Company. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the date of execution of this Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect.

          (h) Successors and Assigns; Binding Agreement . This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither this Agreement nor any right or obligation hereunder of any party may be assigned or delegated without the prior written consent of the other party hereto; provided, however, that the Company may assign this Agreement to any of its Affiliates and Employee may direct payment of any benefits that will accrue upon death. Employee shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any payments or other benefits provided under this Agreement; and no benefits payable under this Agreement shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution. This Agreement shall not confer any rights or remedies upon any person or legal entity other than the parties hereto and their respective successors and permitted assigns.

          (i) Notices . For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) when received, if delivered personally or by courier, (ii) on the date receipt is acknowledged, if delivered by certified mail, postage prepaid, return receipt requested, or (iii) one day after transmission, if sent by facsimile transmission with confirmation of transmission, as follows:

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt.

          (j) Construction . Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its construction.

          (k) Assistance in Litigation . During the Term and for a period of four years following the Date of Termination, Employee shall, if given at least two (2) weeks notice, furnish such information and proper assistance to the Company or any of its Affiliates as may reasonably be required by the Company in connection with any litigation, investigations, arbitrations, and/or any other fact-finding or adjudicative proceedings involving the Company or any of its Affiliates, provided that if such assistance is requested after the Date of Termination: (i) such assistance not unreasonably interfere with Employee’s employment or other activities or endeavors; and (ii) such assistance not exceed forty hours in any twelve month period, unless otherwise agreed in writing by the parties. This obligation shall include, without limitation, to meet with counsel for the Company or any of its Affiliates and provide truthful testimony at the request of the Company or as otherwise required by law or valid legal process. The Company shall reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee and approved in advance by the Company in rendering such assistance (such as travel, parking, and meals but not attorney’s fees). In addition, following the Date of Termination, the Company shall pay the Employee $300/hr for his time in providing information and assistance in accordance with this Section 9(k).

          (l) Governing Law; Construction; Venue; Jury-Trial Waiver . The parties (i) agree that this Agreement is governed by and shall be construed and enforced in accordance with Texas law, excluding its choice-of-law principles, except where federal law may preempt the application of state law; (ii) agree that this Agreement is to be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties; (iii) submit and consent to the exclusive jurisdiction, including removal jurisdiction, of the state and federal courts located in Harris County, Texas (or the county where the Company’s principal executive offices are located if different) for any action or proceeding relating to this Agreement or Employee’s employment; (iv) waive any objection to such venue; (v) agree that any judgment in any such action or proceeding may be enforced in other jurisdictions; and (vi) irrevocably waive the right to trial by jury and agree not to ask for a jury in any such proceeding.

          (m) Mutual Contribution . The parties to this Agreement have mutually contributed to its drafting. Consequently, no provision of this Agreement shall be construed against any party on the grounds that such party drafted the provision or caused it to be drafted.

      IN WITNESS WHEREOF , the parties hereto have executed this Employment Agreement as of the Effective Date.

EXHIBIT A

GROSS-UP PAYMENT

This Exhibit A shall govern the Gross-Up Payment described in Section 6 of the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

Section 1 . All determinations required to be made under this Exhibit A , including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment, whether a reduction to the Safe Harbor Amount is required and, if so, the amount of the reduction, and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm designated by the Company (the “ Accounting Firm ”), which shall provide detailed supporting calculations both to the Company and Employee within ten (10) business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Exhibit A , shall be paid by the Company to Employee (or to the appropriate taxing authority on Employee’s behalf) when the tax is due. If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall so indicate to Employee in writing. Any determination by the Accounting Firm shall be binding upon the Company and Employee (subject to Section 2 hereof). As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that Gross-Up Payments determined by the Accounting Firm to be due to (or on behalf of) Employee was lower than the amount actually due (“ Underpayment ”). In the event that the Company exhausts its remedies pursuant to Section 2 of this Exhibit A and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee (but in any case no later than the calendar year following the calendar year in which such tax was payable).

Section 2 . Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, Employee shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee

Exhibit A

harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 2, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Employee to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Employee, on an interest-free basis, and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Employee is required to extend the statute of limitations to enable the Company to contest such claim, Employee may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Section 3 . If, after the receipt by Employee of an amount paid or advanced by the Company pursuant to this Exhibit A , Employee becomes entitled to receive any refund with respect to a Gross-Up Payment, Employee shall (subject to the Company’s complying with the requirements of Section 2 of this Exhibit A ) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 2 of this Exhibit A , a determination is made that Employee shall not be entitled to any refund with respect to such claim, and the Company does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid.

Section 4 . For the avoidance of doubt, all payments to or for the benefit of Employee provided for in this Exhibit A shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Exhibit A

Exhibit 10.7

FINAL

EMPLOYMENT AGREEMENT

     This Employment Agreement (this “ Agreement ”) is made by and between Oasis Petroleum Inc., a Delaware corporation (the “ Company ”), and Taylor L. Reid (“ Employee ”) effective as of June 18, 2010 (the “ Effective Date ”).

      WHEREAS , the Company currently employs Employee as its Executive Vice President and Chief Operating Officer;

      WHEREAS , the Company desires to continue to employ Employee and Employee desires to continue to be employed by the Company and to commit himself to serve the Company on the terms herein provided.

      NOW, THERFORE , in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

      1.  Employment . The Company shall continue to employ Employee, and Employee accepts continued employment with the Company, upon the terms and conditions set forth in this Agreement. Unless earlier terminated pursuant to Section 4 below, the initial term of this Agreement shall begin on the Effective Date and end on the third anniversary of the Effective Date (the “ Initial Term ”), provided , however , that the term shall be automatically renewed for successive one-year periods (each such period an “ Extension Term ”) unless the Company provides a written notice of non-renewal to the Employee more than 60 days before the end of the Initial Term or, if applicable, the current Extension Term. The Initial Term together with each Extension Term, if any, shall be the “ Term .” If the Company gives timely notice of non-renewal, then Employee’s employment shall end on the last day of the Term. A termination of Employee’s employment and the Term by reason of notice of non-renewal given by the Company shall be considered a termination without Cause for purposes of Section 4.

      2.  Position and Duties; Exclusive Compensation and Services .

          (a) During the Term, Employee shall hold the title of Executive Vice President and Chief Operating Officer. The Company and Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company’s Board of Directors (the “ Board ”), or such other officer of the Company as shall be designated by the Board. Employee shall report to the Board, or to such other officer of the Company as shall be designated by the Board. All services that Employee may render to the Company or any of its Affiliates in any capacity during the Term shall be deemed to be services required by this Agreement and the consideration for such services is that provided for in this Agreement.

          (b) During the Term, Employee agrees to devote his full business time and attention to the business and affairs of the Company, unless Employee notifies the Board in advance of Employee’s intent to engage in other paid work and receives the Board’s express written consent to do so. Notwithstanding the foregoing, so long as such activities do not conflict with the Company’s interests, interfere with Employee’s duties and responsibilities or

violate Employee’s obligations hereunder, Employee will not be prohibited from (i) managing his personal, financial, and legal affairs; (ii) engaging in professional, charitable or community activities or organizations or (iii) serving on the boards of directors, or advisory boards of directors, of not-for-profit charitable organizations, not-for-profit professional organizations, or for-profit corporations, so long as Employee secures the Board’s express written consent for Employee to serve on such boards prior to undertaking such service.

          (c) During the Term, Employee agrees to comply with and, where applicable, enforce the policies of the Company, including without limitation such policies with respect to legal compliance, conflicts of interest, confidentiality, professional conduct and business ethics as are from time to time in effect. Employee shall cooperate with any investigation or inquiry authorized by the Board or conducted by a governmental authority related to the Company’s or an Affiliate’s business or the Employee’s conduct related to the Company or an Affiliate.

      3.  Compensation .

          (a) Base Salary . During the Term, Employee’s base salary shall be $275,000 per annum, which salary may be increased (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion (the “ Base Salary ”), which Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices.

          (b) Annual Bonus . During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “ Performance Bonus ”) for each calendar year pursuant to an annual cash performance bonus program (the “ Bonus Plan ”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 60% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “ Target Performance Bonus ”). For each calendar year, the Board and the Employee will mutually determine and will establish in writing (i) the applicable performance targets, (ii) the percentage of annual Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates.

          (c) Employee Benefits . Employee will be entitled during the Term to receive such welfare benefits and other fringe benefits (including, but not limited to vacation, financial and tax planning assistance, medical, dental, life insurance, 401(k) and other employee benefits and perquisites, such as club membership dues) as the Company may offer from time to time to similarly situated executive level employees, subject to applicable eligibility requirements. The

Company shall not, however, by reason of this Section 3(c), be obligated to refrain from changing, amending, or discontinuing any such benefit plan or program, on a prospective basis, so long as any such changes are similarly applicable to similarly situated employees of the Company.

          (d) Business Expenses . The Company shall reimburse Employee for all reasonable expenses incurred by him in the course of performing his duties during the Term to the extent consistent with the Company’s written policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses (“ Business Expenses ”). Notwithstanding any provision in this Agreement to the contrary, the amount of Business Expenses for which Employee is eligible to receive reimbursement during any calendar year shall not affect the amount of Business Expenses for which Employee is eligible to receive reimbursement during any other calendar year within the Term. Reimbursement of Business Expenses under this Section 3(d) shall generally be made within two weeks of Employee’s submission of expense reports pursuant to Company policy, but in no event later than March 15 of the calendar year following the calendar year in which the expense was incurred. Employee is not permitted to receive a payment or other benefit in lieu of reimbursement under this Section 3(d).

          (e) Long Term Incentive Compensation . Employee may, as determined by the Board (or a designated committee thereof) in its sole discretion, periodically receive grants of stock options or other equity or non-equity related awards pursuant to the Company’s long-term incentive plan(s), subject to the terms and conditions thereof. Any grants previously awarded to Employee pursuant to the Company’s long-term incentive plan(s) that are outstanding on the Effective Date hereof shall continue to be governed by the terms and conditions of such plan(s).

      4.  Termination of Employment . Unless otherwise agreed to in writing by the Company and Employee, Employee’s employment hereunder may be terminated under the following circumstances:

          (a) Death . Employee’s employment hereunder shall terminate upon his death.

          (b) Inability to Perform . Employee’s employment may be terminated by the Company if Employee has incurred a Disability. For purposes of this Agreement, “ Disability ” means Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, if required by law, due to physical or mental impairment. The existence of any such Disability shall be certified by a physician acceptable to both the Company and Employee. If the parties are not able to agree on the choice of a physician, each party shall select a physician who, in turn, shall select a third physician to render such certification. In no event will Employee’s employment be terminated as a result of Disability pursuant to this Section 4(b) until at least 180 consecutive days of paid leave have elapsed and the Company has provided Employee with at least thirty days’ advance written notice of termination. During the 180 days of paid leave, the Company may offset the payment of Employee’s Base Salary then in effect by the amount of any short-term or long-term disability benefits Employee receives pursuant to Section 3(c) above.

          (c) Termination by the Company . The Company may terminate Employee’s employment with or without Cause. For purposes of this Agreement, the term “ Cause ” means Employee (i) has been convicted of a misdemeanor involving moral turpitude or a felony, (ii) has engaged in grossly negligent or willful misconduct in the performance of his duties for the Company, which actions have had a material detrimental effect on the Company, (iii) has breached any material provision of this Agreement, (iv) has engaged in conduct which is materially injurious to the Company (including, without limitation, misuse or misappropriation of the Company’s funds or other property), or (v) has committed an act of fraud, provided, however, that the Company must give Employee written notice of the acts or omissions constituting Cause within 60 days after an officer of the Company (other than Employee) first learns of the occurrence of such event, and no termination shall be for Cause under clauses (ii), (iii), (iv), or (v) contained in this Section 4(c) unless and until Employee fails to cure such acts or omissions within 30 days following receipt of such written notice.

          (d) Termination by Employee . Employee may, upon giving the Company no less than 30 days’ advance written notice, terminate Employee’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the term “ Good Reason ” shall mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (i) a material reduction in Employee’s base compensation, (ii) a material diminution in Employee’s authority, duties or responsibilities, (iii) a permanent relocation in the geographic location at which Employee must perform services to a location more than 50 miles from the location at which Employee normally performed services immediately before the relocation; (iv) a material reduction in the authority, duties, or responsibilities of the person to whom Employee reports; or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its Affiliates nor the Company or an Affiliate entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee’s allegation of Good Reason, (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60 days after the occurrence of such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such allegation. If not remedied within that 30-day period, Employee may submit a Notice of Termination pursuant to Section 5(e), provided that the Notice of Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, Employee is deemed to have accepted such event, or the Company’s remedy of such event, that may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee’s right to claim Good Reason with respect to future similar events.

          (e) Investigation; Suspension . The Company may suspend Employee with pay pending an investigation authorized by the Company or a governmental authority or a determination by the Company whether Employee has engaged in acts or omissions constituting Cause, and such paid suspension shall not constitute Good Reason or a termination of this Agreement or Employee’s employment.

      5.  Compensation Upon Termination .

          (a) For Cause or Without Good Reason . In the event Employee’s employment is terminated by the Company for Cause or by the Employee without Good Reason, the Company shall pay to Employee (i) any unpaid portion of the Base Salary through the Date of Termination at the rate then in effect, (ii) any unpaid Performance Bonus earned in the calendar year prior to the Date of Termination, (iii) unreimbursed Business Expenses through the Date of Termination, and (iv) such employee benefits, if any, as to which Employee may be entitled pursuant to the terms governing such benefits. The amounts, if any, set forth in (i), (ii), (iii), and (iv) shall be collectively referred to herein as the “ Accrued Payments ”. The Accrued Payments shall be paid at the time and in the manner required by applicable law but in no event later than 30 business days after the Date of Termination, with the exception of (ii), which shall be paid at the time provided in and in accordance with Section 3(b).

          (b) Without Cause or For Good Reason . In addition to the Accrued Payments, in the event Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason and such termination constitutes a “separation from service” (as defined in Section 5(i)), the Company shall pay to Employee a pro-rata portion of the Performance Bonus that Employee would have been entitled to receive pursuant to Section 3(b) hereof for the calendar year of termination, multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in the calendar year of Employee’s termination, and the denominator of which is 365 (the “ Pro-Rata Bonus ”), payable as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. In addition, the Company shall provide Employee with the following (the " Severance Package ”), contingent upon Employee satisfying the Severance Conditions, as defined below:

          (i) Payment of an amount (the “ Separation Payment ”) equal to the greater of either (1) the aggregate amount of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, that would have been paid to Employee if he had continued performing services pursuant to this Agreement for the remainder of the then-current Term or (2) the equivalent of twelve months of Employee’s Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, payable at the time and in the manner provided in this Section 5(b) below; plus

          (ii) Pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of 18 months following Employee’s Date of Termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”), provided that Employee elects to continue and remains eligible for these benefits under COBRA; plus

          (iii) (A) if the Date of Termination occurs during the Initial Term, an amount equal to the aggregate of each Target Performance Bonus that Employee would have been eligible to receive if he had continued performing services pursuant to this Agreement for the remainder of the then-current Term, calculated based on Employee’s

Base Salary in effect on the Date of Termination or, if greater, before any reduction not consented to by Employee or (B) if the Date of Termination occurs during any Extension Term, an amount equal to 60% of the aggregate amount of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, that would have been paid to Employee if he had continued performing services pursuant to this Agreement for the remainder of the then-current Term, minus any Pro-Rata Bonus received by the Employee pursuant to section 5(b) above, payable as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Target Performance Bonus relates; plus

          (iv) immediate vesting of all unvested equity awards under the Company’s 2010 Long Term Incentive Plan or other plans of the Company as of the Date of Termination, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the Date of Termination.

To receive the Severance Package, Employee must execute and return to the Company on or prior to the 60th day following the Date of Termination a waiver and release of claims agreement in the Company’s customary form, which shall exclude claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company and which may be amended by the Company to reflect changes in applicable laws and regulations (the “ Release ”), and where applicable, not timely revoke such Release (the “ Severance Conditions ”).

     The Separation Payment shall be paid as follows:

          (A) If the Separation Payment is greater than the Section 409A Exempt Amount (defined below), then –

               (1) the Section 409A Exempt Amount shall be paid in substantially equal monthly installments over a period of twelve (12) months beginning on the first payroll date which occurs on or after the 60th day following the Date of Termination, and

               (2) the excess of the Separation Payment over the Section 409A Exempt Amount shall be paid in a single lump sum no later than 60 days after the Date of Termination.

For purposes of this Agreement, the “Section 409A Exempt Amount” is two times the lesser of (x) Employee’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year preceding the calendar year in which Employee has a “separation from service” (as defined in Section 5(i)) with the Company (adjusted for any increase during that year that was expected to continue indefinitely if Employee had not separated from service) or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee has a separation from service.

          (B) If the Separation Payment is equal to or less than the Section 409A Exempt Amount, then the Separation Payment shall be paid in equal monthly installments over a period of months (limited to 24 such months) determined by dividing (x) the Separation Payment by (y) the Employee’s Monthly Base Salary as of the Date of Termination, commencing in payment on the first day of the third month following the Date of Termination, provided that the Date of Termination constitutes a “separation from service” (as defined in Section 5(i)).

          (c) Death or Disability . In the event Employee’s employment terminates by reason of his death or Disability, Employee (or his estate) shall be entitled to receive:

          (i) the Accrued Payments;

          (ii) a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates; and

          (iii) provided Employee satisfies the Severance Conditions, (1) an amount equivalent to twelve (12) months of Employee’s Base Salary as of the Date of Termination, or, if greater, before any reduction not consented to by Employee, payable in a lump sum within 60 days of the Date of Termination; and (2) pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of 18 months following Employee’s Date of Termination, under the applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA.

          (d) Exclusive Compensation and Benefits . The compensation and benefits described in this Section 5 or in Section 6 as applicable, along with the associated terms for payment, constitute all of the Company’s obligations to Employee with respect to the termination of Employee’s employment. Nothing in this Agreement, however, is intended to limit any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Employee may have under the applicable provisions of any benefit plan of the Company in which Employee is participating on the Date of Termination, any rights Employee may have to continue or convert coverage under certain employee benefit plans in accordance with the terms of those plans and applicable law, or any rights Employee may have under long-term incentive or equity compensation plan.

          (e) Notice of Termination . Any termination of Employee’s employment occurring in accordance with the terms of this Section 5 (other than by reason of Employee’s death) shall be communicated to the other party by written notice that (i) indicates the specific termination provisions of this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination, and (iii) specifies the Date of Termination (a “ Notice of Termination ”), and that is delivered to the other party in accordance with Section 9(i) of this Agreement.

          (f) Date of Termination . For purposes of this Agreement, “ Date of Termination ” means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however that if Employee’s employment is terminated by reason of his death, the Date of Termination shall be the date of death of Employee.

          (g) Deemed Resignations . Unless otherwise agreed to in writing by the Company and Employee prior to termination of Employee’s employment, any termination of Employee’s employment shall constitute an automatic resignation of Employee from all positions he then holds as an employee, officer, director, manager or other service provider of the Company and each Affiliate of the Company.

          (h) Offset . Employee agrees that the Company may set off against, and Employee authorizes the Company to deduct from, any payments due to Employee, or to his estate, heirs, legal representatives, or successors, any amounts which may be due and owing to the Company or an Affiliate by Employee, whether arising under this Agreement or otherwise; provided that no such offset may be made with respect to amounts payable that are subject to the requirements of Section 409A of the Code unless the offset would not result in a violation of the requirements of Section 409A of the Code.

          (i) Application of Section 409A . The amounts payable pursuant to Sections 5 and 6 of this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoing, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “ Section 409A Regulations ”) shall be paid unless and until Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “ Delayed Payment Date ”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section 5(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments.

      6.  Change in Control .

          (a) Upon the occurrence of a Change in Control (as defined in the Company’s 2010 Long Term Incentive Plan) during the Term, all unvested equity awards under the Company’s 2010 Long Term Incentive Plan or other plans of the Company as of such date shall become immediately vested, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the date of such Change in Control. In addition, if a Change in Control occurs during the Term and (x) Employee is terminated by the

Company for any reason other than for Cause within one year following such Change in Control or (y) Employee terminates employment for Good Reason within one year following such Change in Control, and any such termination constitutes a separation from service (as defined in Section 5(i)), then, the Company shall:

     (i) Pay Employee within 60 days following the Date of Termination, a lump sum payment equal to two (2) times the sum of (i) Employee’s annual rate of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, plus (ii) (A) if the Date of Termination occurs during the Initial Term, the maximum Performance Bonus Employee is eligible to receive for the calendar year in which the Change in Control occurs or (B) if the Date of Termination occurs during any Extension Term, Employee’s Target Performance Bonus, calculated based on Employee’s Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee; plus

     (ii) pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of 18 months following Employee’s separation date, under COBRA, provided that Employee elects to continue and remains eligible for these benefits under COBRA.

provided, that, nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control; provided, further, that, in the event Employee is terminated simultaneously with the occurrence of a Change in Control or within one year thereof, Employee shall be entitled to receive the greater of the payments or benefits provided under Section 5(b) of this Agreement and this Section 6(a), which receipt shall be conditioned upon Employee’s satisfaction of the Severance Conditions.

          (b) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company or any of its wholly-owned subsidiaries or any other affiliate (as that term is used in Treas. Reg. § 1.280G-1, Q/A-46) to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) is subject to the excise tax imposed by Section 4999 of the Code, or any interest and penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “ Excise Tax ”), Employee shall be entitled to receive, in accordance with Exhibit A hereof, an additional payment (a “ Gross-Up Payment ”) in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          Notwithstanding the foregoing provisions of this Section 6(b), if it is determined that Employee is entitled to a Gross-Up Payment, but that the value of the Parachute Payments

(as defined below) does not exceed 110% of the Safe Harbor Amount (as defined below), then no Gross-Up Payment shall be made to Employee and the Payments, in the aggregate, will be reduced to the Safe Harbor Amount. The reduction of the Payments to the Safe Harbor Amount will be made in the following order:

     (i) First, by reducing the cash amounts of Parachute Payments that would not constitute deferred compensation (within the meaning of Section 409A of the Code) subject to Section 409A of the Code (with the Payments subject to such reduction to be determined by Employee), to the extent necessary to decrease the Payments that would otherwise constitute Parachute Payments to the Safe Harbor Amount.

     (ii) Next, if after the reduction to zero of the amounts described in paragraph (i) above, the remaining scheduled Parachute Payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of Payments that constitute deferred compensation (within the meaning of Section 409A of the Code) subject to Section 409A of the Code, with the reductions to be applied first to the Payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the Payments that would otherwise constitute Parachute Payments to the Safe Harbor Amount.

     (iii) Next, if after the reduction to zero of the amounts described in paragraphs (i) and (ii) above, the remaining scheduled Parachute Payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled Payments, in an order to be determined by the Company, to the extent necessary to decrease the Payments that would otherwise constitute Parachute Payments to the Safe Harbor Amount.

The term “Parachute Payment” is the portion of the Payments that would be treated as parachute payments under Section 280G of the Code. The “Safe Harbor Amount” is the maximum amount of Payments that could be made to Employee without giving rise to any Excise Tax.

      7.  Protection of Information .

          (a) Disclosure to and Property of the Company . All information, trade secrets, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during the term of his employment (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its wholly-owned subsidiaries’ business, products or services and all writings or materials of any type embodying any such matters (collectively, “ Confidential Information ”) shall be disclosed to the Company, and are and shall be the sole and exclusive property of the Company. Confidential Information does not, however, include any information that is available to the public other than as a result of any unauthorized act of Employee.

          (b) No Unauthorized Use or Disclosure . Employee agrees that Employee will preserve and protect the confidentiality of all Confidential Information and work product of the Company and its wholly-owned subsidiaries, and will not, at any time during or after the

termination of Employee’s employment with the Company, make any unauthorized disclosure of, and shall not remove from the Company premises, and will use reasonable efforts to prevent the removal from the Company premises of, Confidential Information or work product of the Company or its wholly-owned subsidiaries, or make any use thereof, in each case, except in the carrying out of Employee’s responsibilities hereunder. Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law and Employee is making such disclosure, Employee shall provide the Company with prompt notice of such requirement, and shall use commercially reasonable efforts to give such notice prior to making any disclosure so that the Company may seek an appropriate protective order.

          (c) Remedies . Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Section 7 by Employee, and the Company or its wholly-owned subsidiaries shall be entitled to enforce the provisions of this Section 7 by obtaining an order for specific performance and/or injunctive relief as remedies for any such breach or threatened breach, including but not limited to an order terminating payments owing to Employee under this Agreement. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 7, but shall be in addition to all remedies available at law or in equity to the Company, including the recovery of damages from Employee and remedies available to the Company pursuant to other agreements with Employee.

          (d) No Prohibition . Nothing in this Section 7 shall be construed as prohibiting Employee, following the termination of the Prohibited Period (as defined below), from being employed by any Competing Business (as defined below) or engaging in any Prohibited Activity (as defined below); provided, that during such employment or engagement Employee complies with his obligations under this Section 7.

      8.  Non-Competition and Non-Solicitation .

          (a) Definitions . As used in this Agreement, the following terms shall have the following meanings:

          (i) “ Affiliate ” shall mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified individual or entity.

          (ii) “ Competing Business ” means any business, individual, partnership, firm, corporation or other entity engaged in oil and gas exploration and production.

          (iii) “ Prohibited Activity ” means any service or activity on behalf of a Competing Business that involves the planning, management, supervision, or providing of services that are substantially similar to those services Employee provided to the Company within the last 12 months of Employee’s employment with the Company.

          (iv) “ Prohibited Period ” means the Term and the 12 month period following the termination of Employee’s employment with the Company.

          (v) “ Restricted Area ” means any area within a six (6) mile radius of the boundary of any existing leasehold or other property of the Company or its Affiliates, either during the Term or as of the Employee’s Date of Termination. The parties stipulate that the forgoing is a reasonable area restriction because the area identified is the market area with respect to which Employee will help the Company provide its products and services, help analyze, and/or receive access to Confidential Information.

          (b) Protective Covenants and Restrictions . Acknowledging delivery of Confidential Information and that such Confidential Information is vital to Employee’s continued performance of services to the Company and acknowledging that the Company is delivering and will deliver the Confidential Information partly in reliance on the protective covenants and restrictions set forth herein, Employee agrees that the following protective covenants are reasonable and necessary for the protection of the Company’s legitimate business interests, do not create any undue hardship on Employee, and are not contrary to the public interest:

          (i) Non-compete . Employee expressly covenants and agrees that, during the Prohibited Period, he will not engage in any Prohibited Activity in the Restricted Area. Notwithstanding the foregoing, in the event Employee resigns his employment or is terminated, for any reason, on or after a Change in Control, Employee shall have no obligations to comply with this Section 8(b)(i).

          (ii) Non-solicitation . Employee further expressly covenants and agrees that during the Prohibited Period, he will not (A) solicit any individual who, on the Date of Termination, is an employee of the Company, to leave such employment, provided that Employee will not be deemed to have violated this provision if employees of the Company directly contact Employee regarding employment or respond to general advertisements for employment, or (B) solicit any client or customer of the Company, with whom Employee has had direct contact with, to terminate or modify its relationship with Company that exists on the Date of Termination. Notwithstanding the foregoing, in the event Employee resigns his employment or is terminated, for any reason, on or after a Change in Control, Employee shall have no obligations to comply with this Section 8(b)(ii).

          (c) Permitted Ownership . Notwithstanding any of the foregoing, Employee shall not be prohibited from owning 2.5% or less of the outstanding equity securities of any entity whose equity securities are listed on a national securities exchange or publicly traded in any over-the-counter market, provided that neither Employee nor any of his Affiliates, together or alone, has the power, directly or indirectly, to control or direct or is involved in the management or affairs of any such corporation that is a Competing Business.

          (d) Reasonableness . Employee and the Company agree and acknowledge that the limitations as to time, geographical area and scope of activity to be restrained as set forth in this Section 8 are the result of arm’s-length bargaining, are fair and reasonable, and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company in light of (i) the nature and geographic scope of the Company’s operations; (ii) Employee’s level of control over and contact with the Company’s business in the Restricted

Area; (iii) the fact that the Company’s business is conducted throughout the Restricted Area; and (iv) the amount of compensation that Employee is receiving in connection with the performance of his duties hereunder.

          (e) Relief and Enforcement . Employee hereby represents to the Company that he has read and understands, and agrees to be bound by, the terms of this Section 8. It is the desire and intent of the parties hereto that the provisions of this Section 8 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect. However, to the extent that any part of this Section 8 may be found invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable, and such part shall be deemed to have been so written and the remaining parts shall as written be effective and enforceable in all events. Employee and the Company further agree and acknowledge that, in the event of a breach or threatened breach of any of the provisions of this Section 8, the Company shall be entitled to immediate injunctive relief, as any such breach would cause the Company irreparable injury for which it would have no adequate remedy at law. Nothing herein shall be construed so as to prohibit the Company from pursuing any other remedies available to it hereunder, at law or in equity, for any such breach or threatened breach.

      9.  General Provisions .

          (a) Amendments and Waiver . Other than pursuant to Section 4(d), (i) the terms and provisions of this Agreement may not be modified or amended, nor may any of the provisions hereof be waived, temporarily or permanently, unless such modification or amendment is agreed to in writing and signed by Employee and by a duly authorized officer of the Company, and such waiver is set out in writing and signed by the party to be bound by waiver, and (ii) the failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other type of breach on a future occasion.

          (b) Withholding and Deductions . With respect to any payment to be made to Employee, the Company shall deduct, where applicable, any amounts authorized by Employee, and shall withhold and report all amounts required to be withheld and reported by applicable law.

          (c) Mitigation . Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by Employee as the result of employment by another employer after the Date of Termination, or otherwise.

          (d) Survival . The termination of Employee’s employment shall not impair the rights or obligations of any party that have accrued prior to such termination or which by their nature or terms survive termination of the Term, including without limitation the Company’s obligations under Sections 5 and 6 and Employee’s obligations under Sections 7 and 8.

          (e) No Obligation to Pay. With regard to any payment due to Employee under this Agreement, it shall not be a breach of any provision of this Agreement for the Company to fail to make such payment to Employee if by doing so, the Company violates applicable law.

          (f) Validity . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          (g) Entire Agreement . This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Employee by the Company. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the date of execution of this Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect.

          (h) Successors and Assigns; Binding Agreement . This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither this Agreement nor any right or obligation hereunder of any party may be assigned or delegated without the prior written consent of the other party hereto; provided, however, that the Company may assign this Agreement to any of its Affiliates and Employee may direct payment of any benefits that will accrue upon death. Employee shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any payments or other benefits provided under this Agreement; and no benefits payable under this Agreement shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution. This Agreement shall not confer any rights or remedies upon any person or legal entity other than the parties hereto and their respective successors and permitted assigns.

          (i) Notices . For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) when received, if delivered personally or by courier, (ii) on the date receipt is acknowledged, if delivered by certified mail, postage prepaid, return receipt requested, or (iii) one day after transmission, if sent by facsimile transmission with confirmation of transmission, as follows:

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt.

          (j) Construction . Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its construction.

          (k) Assistance in Litigation . During the Term and for a period of four years following the Date of Termination, Employee shall, if given at least two (2) weeks notice, furnish such information and proper assistance to the Company or any of its Affiliates as may reasonably be required by the Company in connection with any litigation, investigations, arbitrations, and/or any other fact-finding or adjudicative proceedings involving the Company or any of its Affiliates, provided that if such assistance is requested after the Date of Termination: (i) such assistance not unreasonably interfere with Employee’s employment or other activities or endeavors; and (ii) such assistance not exceed forty hours in any twelve month period, unless otherwise agreed in writing by the parties. This obligation shall include, without limitation, to meet with counsel for the Company or any of its Affiliates and provide truthful testimony at the request of the Company or as otherwise required by law or valid legal process. The Company shall reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee and approved in advance by the Company in rendering such assistance (such as travel, parking, and meals but not attorney’s fees). In addition, following the Date of Termination, the Company shall pay the Employee $300/hr for his time in providing information and assistance in accordance with this Section 9(k).

          (l) Governing Law; Construction; Venue; Jury-Trial Waiver . The parties (i) agree that this Agreement is governed by and shall be construed and enforced in accordance with Texas law, excluding its choice-of-law principles, except where federal law may preempt the application of state law; (ii) agree that this Agreement is to be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties; (iii) submit and consent to the exclusive jurisdiction, including removal jurisdiction, of the state and federal courts located in Harris County, Texas (or the county where the Company’s principal executive offices are located if different) for any action or proceeding relating to this Agreement or Employee’s employment; (iv) waive any objection to such venue; (v) agree that any judgment in any such action or proceeding may be enforced in other jurisdictions; and (vi) irrevocably waive the right to trial by jury and agree not to ask for a jury in any such proceeding.

          (m) Mutual Contribution . The parties to this Agreement have mutually contributed to its drafting. Consequently, no provision of this Agreement shall be construed against any party on the grounds that such party drafted the provision or caused it to be drafted.

      IN WITNESS WHEREOF , the parties hereto have executed this Employment Agreement as of the Effective Date.

EXHIBIT A

GROSS-UP PAYMENT

This Exhibit A shall govern the Gross-Up Payment described in Section 6 of the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

Section 1 . All determinations required to be made under this Exhibit A , including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment, whether a reduction to the Safe Harbor Amount is required and, if so, the amount of the reduction, and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm designated by the Company (the “ Accounting Firm ”), which shall provide detailed supporting calculations both to the Company and Employee within ten (10) business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Exhibit A , shall be paid by the Company to Employee (or to the appropriate taxing authority on Employee’s behalf) when the tax is due. If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall so indicate to Employee in writing. Any determination by the Accounting Firm shall be binding upon the Company and Employee (subject to Section 2 hereof). As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that Gross-Up Payments determined by the Accounting Firm to be due to (or on behalf of) Employee was lower than the amount actually due (“ Underpayment ”). In the event that the Company exhausts its remedies pursuant to Section 2 of this Exhibit A and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee (but in any case no later than the calendar year following the calendar year in which such tax was payable).

Section 2 . Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, Employee shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee

Exhibit A

harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 2, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Employee to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Employee, on an interest-free basis, and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Employee is required to extend the statute of limitations to enable the Company to contest such claim, Employee may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Section 3 . If, after the receipt by Employee of an amount paid or advanced by the Company pursuant to this Exhibit A , Employee becomes entitled to receive any refund with respect to a Gross-Up Payment, Employee shall (subject to the Company’s complying with the requirements of Section 2 of this Exhibit A ) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 2 of this Exhibit A , a determination is made that Employee shall not be entitled to any refund with respect to such claim, and the Company does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid.

Section 4 . For the avoidance of doubt, all payments to or for the benefit of Employee provided for in this Exhibit A shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Exhibit A