ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and among

SUPERIOR WELL SERVICES, INC.

SUPERIOR WELL SERVICES, LTD.

and

DIAMONDBACK HOLDINGS, LLC
DIAMONDBACK-TOTAL SERVICES LLC
DIAMONDBACK PUMPING GP LLC
DIAMONDBACK PUMPING SERVICE LLC
DIAMONDBACK-PIONEER LLC
PACKERS & SERVICE TOOLS, INC.
DIAMONDBACK-TOTAL PUMPING GP LLC
DIAMONDBACK-TOTAL TEXAS LLC
DIAMONDBACK-DISPOSAL TEXAS LLC
DIAMONDBACK-TD WEST LLC
DIAMONDBACK-DISPOSAL LLC
DIAMONDBACK-TOTAL OKLAHOMA LLC
SOONER TRUCKING & OILFIELD SERVICES, INC.
DIAMONDBACK-PST LLC
DIAMONDBACK-COMPLETIONS LLC
TD WEST LLC
DIAMONDBACK DOWNHOLE TECHNOLOGIES LLC
DIAMONDBACK-DIRECTIONAL DRILLING LLC
DIAMONDBACK-QUANTUM LLC

September 12, 2008

TABLE OF CONTENTS

Schedules

Exhibits

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “ Agreement ”) is entered into as of September 12, 2008, by and among Superior Well Services, Inc., a Delaware corporation (the “ Parent ”), Superior Well Services, Ltd. , a Pennsylvania limited partnership and an indirect wholly owned subsidiary of Parent (the “ Buyer ”), Diamondback Holdings, LLC, a Delaware limited liability company (“ Diamondback ”), Diamondback-Total Services LLC, an Oklahoma limited liability company (“ Diamondback Total Services ”), Diamondback Pumping GP LLC, an Oklahoma limited liability company (“ Diamondback Pumping GP ”), Diamondback Pumping Service LLC, an Oklahoma limited liability company (“ Diamondback Pumping Services ”), Diamondback-Pioneer LLC, an Oklahoma limited liability company (“ Diamondback Pioneer ”), Packers & Service Tools, Inc., a Louisiana corporation (“ P&S Tools ”), Diamondback-Total Pumping GP LLC, an Oklahoma limited liability company (“ Diamondback Total Pumping ”), Diamondback-Total Texas LLC, an Oklahoma limited liability company (“ Diamondback-Total Texas ”), Diamondback-Disposal Texas LLC, an Oklahoma limited liability company (“ Diamondback Disposal Texas ”), Diamondback-TD West LLC, a Texas limited liability company (“ Diamondback-TD West ”), Diamondback-Disposal LLC, an Oklahoma limited liability company (“ Diamondback Disposal ”), Diamondback-Total Oklahoma LLC, a Delaware limited liability company (“ Diamondback-Total Oklahoma ”), Sooner Trucking & Oilfield Services, Inc., an Oklahoma corporation (“ Sooner ”), Diamondback-PST LLC, an Oklahoma limited liability company (“ Diamondback PST ”), Diamondback-Completions LLC, an Oklahoma limited liability company (“ Diamondback Completions ”), and TD West LLC, a Texas limited liability company (“ TD West ” and each of Diamondback Total Services, Diamondback Pumping GP, Diamondback Pumping Service, Diamondback Pioneer, P&S Tools, Diamondback Total Pumping, Diamondback-Total Texas, Diamondback-Disposal Texas, Diamondback-TD West, Diamondback Disposal, Diamondback-Total Oklahoma, Sooner, Diamondback PST and Diamondback Completions being a “ Diamondback Subsidiary ” and, collectively, the “ Diamondback Subsidiaries ”)) and Diamondback Downhole Technologies LLC ( “Downhole Technologies” ), Diamondback-Directional Drilling LLC ( “Directional Drilling Contractors” ) and Diamondback-Quantum LLC ( “Quantum” and along with Downhole Technologies and Directional Drilling Contractors the “Drilling Companies” ). The Buyer and Parent are sometimes referred to individually as a “ Buyer Party ” and collectively as the “ Buyer Parties .” Diamondback, the Drilling Companies and the Diamondback Subsidiaries are sometimes referred to individually as a “ Seller ” or a “ Seller Party ” and collectively as the “ Sellers ” or the “ Seller Parties .”

R E C I T A L S:

     WHEREAS, the Diamondback Subsidiaries and Diamondback conduct certain oilfield services businesses including stimulation and pumping services, fluid logistics and well-site services and completion and production services;

     WHEREAS, (i) Diamondback Pumping GP and Diamondback Pumping Services own all of the assets and business comprising Diamondback’s stimulation and pumping services segment, (ii) Diamondback Pioneer, P&S Tools, Diamondback PST and Diamondback Completions own all of the assets and business comprising Diamondback’s completion and production services segment and (iii) Diamondback-Total Services, Diamondback Total

Pumping, Diamondback-Total Texas, Diamondback Disposal Texas, Diamondback-TD West, Diamondback Disposal, Diamondback-Total Oklahoma, Sooner and TD West own all of the assets and business comprising Diamondback’s fluid logistics and well site services segment; and

     WHEREAS, the Buyer desires to purchase from the Sellers the Purchased Assets (as defined below) which include all of the assets used by the Sellers in the foregoing oilfield services businesses and the Sellers desire to sell, and cause to be sold, the Purchased Assets to the Buyer upon the terms and conditions herein.

     NOW, THEREFORE, in consideration of the premises, agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and in reliance upon the mutual representations and warranties contained herein, the parties hereto agree as follows:

AGREEMENTS

ARTICLE I
DEFINITIONS

      1.1 Certain Definitions . Capitalized terms used in this Agreement but not defined in the body hereof shall have the meanings ascribed to them in Exhibit 1.1 . Capitalized terms defined in the body of this Agreement are listed in Exhibit 1.1 by location herein.

ARTICLE II
PURCHASE AND SALE; CLOSING

      2.1 Transfer of Purchased Assets . Upon the terms and subject to the conditions of this Agreement, at the Closing, (a) the Sellers shall sell, transfer, assign, convey and deliver to the Buyer the Purchased Assets free and clear of Liens other than Permitted Liens, and (b) the Buyer shall accept the Purchased Assets and assume the Assumed Obligations. Notwithstanding the foregoing, the Purchased Assets shall not include those assets listed on Schedule 2.1 (collectively, the “ Excluded Assets ”).

      2.2 Purchase Price . The total consideration (the “ Purchase Price ”) to be paid by the Buyer to the Sellers for the sale, transfer, assignment, conveyance and delivery of the Purchased Assets shall be (a) the assumption of the Assumed Obligations and (b) Two Hundred Seventy Million Dollars ($270,000,000.000), payable at the Closing by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth on Schedule 2.2 , subject to adjustment pursuant to Section 3.2 and Section 6.4(b).

      2.3 Deliveries at Closing . At the Closing (a) the Sellers will deliver to the Buyer, the various certificates, instruments and documents required to be delivered by the Sellers pursuant to Section 7.2, and (b) the Buyer will deliver to the Sellers the various certificates, instruments and documents required to be delivered pursuant to Section 7.3 and the Purchase Price described in Section 2.2.

      2.4 Assumed Obligations . At the Closing, the Buyer Parties will assume the Assumed Obligations. The Buyer Parties are not assuming any liabilities or obligations of the Business or the Sellers or any of their Affiliates in connection with the transactions contemplated herein other than the Assumed Obligations. It is understood and agreed that the Sellers and their Affiliates shall retain all liability for, and the Buyer Parties and their Affiliates shall not assume or have any obligation with respect to, any Excluded Liabilities.

      2.5 Allocation of Consideration . Seller and Buyer agree to cooperate in good faith to determine reasonable allocation of the Purchase Price among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. On or prior to the date ninety (90) days after the Closing Date, Buyer shall provide to the Sellers Representative Buyer’s proposed allocation of the Purchase Price. Within thirty (30) days after the receipt of such allocation, the Sellers Representative shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. The Sellers Representative and Buyer shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, including jointly and properly completing an Internal Revenue Service Form 8594, and any other forms or statements required by the Code, Treasury Regulations or the Internal Revenue Service, together with any and all attachments required to be filled therewith. The Sellers Representative and Buyer shall file timely any such forms and statements with the Internal Revenue Service. In the event that the Seller Representative proposes changes to the allocation within the thirty-day period described above and the parties have not agreed to the allocation of the Purchase Price within sixty (60) days after the Sellers Representative’s receipt of Buyer’s proposed allocation, any disputed items shall be resolved by Marshall & Stevens Incorporated or such other nationally or regionally recognized appraisal firm as agreed by Buyer and the Sellers Representative (“ Appraiser ”). The determination of the Appraiser shall be final and binding upon both parties and Buyer and Sellers shall each bear one-half of the costs, fees and expenses of the Appraiser relating to the allocation. The allocation of the Purchase Price shall be revised to take into account subsequent adjustments to the Purchase Price in a manner provided by Section 1060 of the Code and the Treasury Regulations thereunder. The final Purchase Price allocation shall be binding on the Buyer and Sellers for U.S. Tax Reporting purposes, provided that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings.

      2.6 Escrow . At the Closing, Eighteen Million Dollars ($18,000,000.00) of the Purchase Price (the “ Escrow Amount ”) shall be paid by the Sellers to the Escrow Agent to be held in escrow under the terms of the Escrow Agreement attached as Exhibit 2.6 (the “ Escrow Agreement ”). The Escrow Agreement and any interest earned therein shall be held by the Escrow Agent pursuant to and distributed to the Buyer or the Sellers Representative, as the case may be, in accordance with the terms of the Escrow Agreement.

      2.7 Sellers Representative .

          (a) Each Seller hereby appoints, authorizes and empowers Diamondback (the “ Sellers Representative ”) to act on behalf of such Seller in connection with, and to facilitate the consummation of, the transactions under this Agreement, which shall include the power and authority (i) to take all actions necessary in connection with (A) the waiver of any condition to

the obligations of the Sellers to consummate the transactions contemplated hereby, and (B) the defense or settlement of any claim for which the Sellers or such Seller may be required to indemnify any Buyer Indemnified Party, (ii) to give and receive all notices under this Agreement on behalf of the Sellers or such Seller, (iii) to execute and deliver on behalf of the Sellers and such Seller the certificates to be delivered pursuant to Section 7.2(d), (iv) to execute and deliver on behalf of such Seller such amendments to this Agreement as the Sellers Representative, in its reasonable discretion, may deem necessary or desirable to give effect to the intentions of this Agreement, (v) to terminate this Agreement on behalf of the Sellers, (vi) to determine the allocation of the Purchase Price as contemplated in Section 2.5, and (vii) to take any and all additional actions contemplated to be taken by the Sellers or such Seller under this Agreement.

          (b) Each Seller agrees that:

               (i) The Buyer Parties shall be entitled to rely conclusively on the decisions and instructions of the Sellers Representative as to the settlement of any claims for indemnification of any Buyer Indemnified Party, the delivery of the certificates to be delivered pursuant to Section 8.1(d), the amendment of this Agreement, or any other actions required to be taken by the Sellers Representative on such Seller’s behalf hereunder, and no party hereto shall have any cause of action against the Buyer Parties or the Sellers Representative for any action taken by the Buyer Parties in reliance upon the decisions or instructions of the Sellers Representative;

               (ii) all actions, decisions and instructions of the Sellers Representative undertaken in accordance with the authority and power granted in Section 2.7(a) shall be conclusive and binding upon such Seller, and such Seller shall have no cause of action against the Sellers Representative for any action taken, decision made or instruction given by the Sellers Representative on such Seller’s behalf under this Agreement, except for fraud or intentional breach of this Agreement by the Sellers Representative; and

               (iii) the provisions of this Section 2.7 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that such Seller may have in connection with the transactions contemplated by this Agreement and shall be binding upon the successors of such Seller.

ARTICLE III
INVENTORIES/PURCHASE PRICE ADJUSTMENT

      3.1 Inventory Adjustment .

          (a) Inventory Procedures . The parties hereto acknowledge that the Purchase Price has been based in part on the Purchased Assets including Inventory as of the Effective Time which is adequate for the operation of the Business in the Ordinary Course of Business and with a value of at least Ten Million Dollars ($10,000,000.00) (the “ Inventory Threshold ”). For purposes of determining the value of the Inventory as of the Effective Time (the “ Inventory Value ”), the Inventory included in the Purchased Assets shall be measured and valued at the Effective Time in accordance with the following inventory determination and valuation procedures:

               (i) Beginning ten (10) days prior to the scheduled Closing Date, an independent inventory inspector (the “ Inspector ”) (mutually satisfactory to both the Buyer and the Sellers Representative), shall conduct a physical count of the Inventory, such physical count to be brought forward and adjusted through the close of business immediately prior to the Effective Time, using the inventory counting and recognition methodologies and practices set forth in Schedule 3.1(a)(i) (“ Inventory Count ”). The costs and expenses of the Inspector shall be borne 50% by the Sellers and 50% by the Buyer. In connection with the calculation of the Inventory Value, the Buyer and its representatives, if requested by the Buyer, will have reasonable access to all requisite accounting and other records of Sellers, if necessary. The parties will use their respective Reasonable Efforts to cause the Inspector to complete the Inventory Count by no later than one day prior to Closing. The Inventory Count shall be completed no later than three days after the Closing. If the parties cannot agree on the Inventory Value based upon the Inventory Count within three (3) Business Days after the Closing, the parties shall submit such matter to a mutually agreed upon third party for review and resolution, with the fees and expenses thereof to be borne 50% by the Sellers and 50% by the Buyer; and any determination by such party shall be final and binding upon the parties.

               (ii) Promptly following the determination of the Inventory Value, but in no event later than five Business Days after the Closing Date, the Buyer Parties or the Sellers, as the case may be, shall pay by wire transfer to the other Party immediately available U.S. funds in an amount equal to the excess (in the case of the Buyer Parties) or shortfall (in the case of the Sellers) of the Inventory Value as compared to the Inventory Threshold, if any. Notwithstanding the foregoing, to the extent that all or a portion of the Inventory Value is being disputed in good faith, the disputed portion shall not be payable at the time specified in the preceding sentence but instead shall become due and shall be paid within three (3) Business Days following the resolution of such dispute. If not paid when due, interest shall accrue on the amount due at a rate equal to the lesser of (a) 10% per annum or (b) the maximum rate permitted by applicable law.

               (iii) Inventory included in the Inventory Threshold shall be determined in a manner consistent with the presentation of Inventory on the 2007 Annual Financial Statements.

      3.2 Adjustment to Purchase Price . All amounts to be paid under this Article III shall be deemed to be adjustments to the Purchase Price.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE SELLERS

     As an inducement for the Buyer Parties to enter into this Agreement, the Sellers, jointly and severally, hereby make the following representations and warranties to the Buyer Parties; provided , however , that such representations and warranties shall be subject to and qualified by the disclosure schedules delivered by the Sellers to the Buyer Parties as of the date hereof (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein) (the “ Seller Disclosure Schedule ”) (it being understood that (a) the disclosure of any fact or item in any section of the Seller Disclosure Schedule shall,

should the existence of such fact or item be relevant to any other section, be deemed to be disclosed with respect to that other section to the extent that such disclosure is made in a manner that makes its relevance to the other section reasonably apparent and (b) the disclosure of any matter or item in the Seller Disclosure Schedule shall not be deemed to constitute an acknowledgment that such matter or item is required to be disclosed therein or is material to a representation or warranty set forth in this Agreement and shall not be used as a basis for interpreting the terms “material,” “materially,” “materiality,” “Material Adverse Effect” or any word or phrase of similar import and does not mean that such matter or item, alone or together with any other matter or item, would constitute a Material Adverse Effect).

      4.1 Organization . Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its state of formation. The Sellers are duly licensed or qualified in such jurisdictions in which the ownership or operation of their assets, conduct of their business or the character of their activities is such as to require the Sellers to be so licensed or qualified, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Knowledge of Sellers, the only jurisdictions in which the Sellers are qualified to do business are those jurisdictions listed on Schedule 4.1 . Each Seller has delivered to the Buyer Parties true and complete copies of the Organizational Documents of such Seller, each as amended to date and presently in effect (collectively, the “ Seller Organizational Documents ”).

      4.2 Power . Each Seller has all requisite corporate or limited liability company power and authority, as the case may be, to own its properties and assets and to carry on its business as currently conducted.

      4.3 Authority; Enforceability . Each Seller has all requisite corporate and limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to assign and convey the Purchased Assets to the Buyer (or its designee) and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized by such action, corporate or otherwise, necessary on behalf of such Seller. This Agreement and each of the Transaction Documents to which each Seller is a party constitute the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity (such laws and principles being referred to herein as “ Creditors’ Rights ”).

      4.4 Consents; Absence of Conflicts . Except as disclosed on Schedule 4.4 , neither the execution and delivery of this Agreement or the other Transaction Documents by a Seller, nor the sale of the Purchased Assets or consummation of the transactions contemplated hereby and thereby will: (a) violate or breach, in any material respect, the terms of, cause a default under, conflict with, create in any Person the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase or similar right under (i) any applicable Legal Requirement, (ii) the Seller Organizational Documents or (iii) any Purchased Contract, Scheduled Intellectual Property or Scheduled Permit; (b) result in the

creation or imposition of any Lien (other than Permitted Liens) on any of the Purchased Assets; (c) result in the cancellation, forfeiture, revocation, suspension or modification of any Purchased Asset or any existing consent, approval, authorization, license, permit, certificate or order of any Governmental Authority; or (d) with the passage of time or the giving of notice or the taking of any action of any Person have any of the effects set forth in clause (a), (b) or (c) of this Section 4.4 other than any such event described in clauses (a)(i), or (a)(iii) or (d) (as and to the extent it relates to (a)(i) or (a)(iii)) which, individually or in the aggregate, has not had and would not reasonably be expected to materially and adversely impact the Business or the Purchased Assets. Schedule 4.4 lists all Scheduled Contracts, Scheduled Intellectual Property, Scheduled Leases and Scheduled Permits that require consent or notice in connection with the consummation of the transactions contemplated by this Agreement.

      4.5 No Equity Interests . The Purchased Assets do not include any Interest, or any security convertible, exercisable or exchangeable into any Interest, in any Person.

      4.6 Financial Statements . Attached hereto as Schedule 4.6 are copies of (a) the audited balance sheet at December 31, 2007 and the related audited statement of operations for the year then ended (together, the “ 2007 Annual Financial Statement ”), (b) the unaudited balance sheet as of June 30, 2008 (the “ Interim Balance Sheet ”) and the related unaudited statement of operations for the six-month period then ended (together with the Interim Balance Sheet, the “ Interim Financial Statements ”), in each case of Diamondback and its direct and indirect subsidiaries and certain variable interest entities described in Note A to the 2007 Annual Financial Statement and (c) the audited balance sheets at December 31, 2005 and 2006 and the related audited statements of operations for the period ended December 31, 2005 and the year ended December 31, 2006 prepared on a carve-out basis to include the assets, liabilities, revenues and expenses of the entities transferred to Diamondback on December 31, 2006, as well as certain allocated activities of Diamondback Energy Services, LLC, as described in Note A thereto (the “ Carve-out Financial Statements ” and, together with the 2007 Annual Financial Statement and the Interim Financial Statements the “ Financial Statements ”). Except as set forth on Schedule 4.6 , the Financial Statements (including any related notes thereto) (i) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby, except as otherwise noted therein, (ii) fairly present, the financial condition and results of operations of the entities reflected therein as of the respective dates thereof and for the respective periods covered thereby, subject, however, to normal non-material year-end audit adjustments and to the absence of notes required by GAAP, and (iii) have been prepared from, and are in accordance with, the Books and Records of Diamondback and the referenced entities.

      4.7 Absence of Changes . Except as set forth on Schedule 4.7 , since December 31, 2007:

          (a) There has not been any Material Adverse Effect;

          (b) the Purchased Assets have been operated and maintained in all material respects in the Ordinary Course of Business;

          (c) there has not been any damage, destruction or loss to any material portion of the Purchased Assets, whether covered by insurance or not;

          (d) there has been no merger or consolidation of any Seller with any other Person or any agreement with respect thereto;

          (e) none of the Sellers have mortgaged, pledged or subjected any of the Purchased Assets to any Lien except Permitted Liens;

          (f) other than increases in salary made in the Ordinary Course of Business, none of the Sellers have entered into or modified or amended any employment, consulting, severance or indemnification agreement or an agreement with respect to any bonus (including retention bonuses), with or increased the compensation or benefits to be received by any of the Business Employees, nor have the Sellers incurred or entered into any collective bargaining agreement or other obligation to any labor organization with respect to or covering Business Employees;

          (g) none of the Sellers have instituted or settled any legal actions, suits or other legal proceedings relating to the ownership or use of the Purchased Assets (including their ownership and use in the Business) or which otherwise would reasonably be expected to have a material and adverse impact on the Buyer’s ownership or use of the Purchased Assets; and

          (h) there is no Contract to do any of the foregoing, except as expressly permitted by this Agreement.

      4.8 Real Property .

          (a) Schedule 4.8(a) lists all real property owned by the Sellers (beneficially or of record) that is used in connection with the ownership and operations of the Business (the “ Scheduled Owned Real Property ”). Schedule 4.8(a) further reflects where such Scheduled Owned Real Property is used solely by the Sellers in connection with the Business and where other Persons have shared use rights with respect to such Scheduled Owned Real Property. The Sellers have good and marketable title to the Scheduled Owned Real Property free and clear of all Liens, except (i) for Permitted Liens and (ii) Liens disclosed on Schedule 4.8(a)(ii) . Except as set forth on Schedule 4.8(a)(ii) , each Seller has the full right to sell, convey, transfer/assign and deliver the Scheduled Owned Real Property included in the Purchased Assets to the Buyer, without any required approval, or any restrictions of any kind whatsoever.

          (b) Schedule 4.8(b) lists all leases pursuant to which the Sellers lease or sublease real property for use in connection with the Business (all such listed leases collectively, the “ Scheduled Leases, together with the real property covered by the Scheduled Leases and together with the Scheduled Owned Real Property, the “ Scheduled Real Property ”). Each Scheduled Lease is in full force and effect, and the Person identified as the lessee or sublessee under any particular Scheduled Lease is the lessee or has succeeded to the rights of the lessee under such Scheduled Lease and owns the leasehold interest created pursuant to such lease free and clear of all Liens, except (i) for Permitted Liens and (ii) Liens disclosed on Schedule 4.8(b)(i) . Except as set forth on Schedule 4.8(b)(ii) , there exists no material breach or material default under any Scheduled Leases by any Seller or, to the Knowledge of the Sellers, by any other Person that is a party to such Scheduled Leases. Except as set forth on Schedule 4.8(b)(ii) , no event has occurred that constitutes, or that with the giving of notice or the passage of time or

both would constitute, a material default under any Scheduled Lease by a Seller or by the Buyer after the Closing or, to the Knowledge of the Sellers, by any other party to any Scheduled Lease. To the Knowledge of the Sellers, no lessor has asserted or has (except by operation of law) any right to offset, discount or otherwise abate any material amount owing under any Schedule Lease except as expressly set forth in said Scheduled Lease.

          (c) The Sellers have furnished the Buyer Parties with true and complete copies of all deeds, Scheduled Leases, title opinions, title insurance policies and surveys in their possession that relate to the Scheduled Real Property, together with copies of all material reports of any engineers, reports of environmental consultants or material reports of other consultants in their possession or control relating to any of the Scheduled Real Property.

          (d) The buildings, structures, fixtures and other improvements located on the Scheduled Real Property included in the Purchased Assets are adequate for the purposes for which they are presently used or held for use without immediate need for repair. The Seller Parties have such rights of ingress and egress to and from the Scheduled Real Property as are adequate for the conduct of the Business as it is presently conducted.

          (e) To the Knowledge of the Sellers, no Seller has received any notice, written or otherwise from any governmental or municipal agency or third party requiring the correction of any material condition with respect to the Scheduled Real Property, or any part thereof, by reason of a violation of any regulation or otherwise which, if not corrected would reasonably be expected to have a material and adverse impact on the Business or Purchased Assets and which remains uncured.

          (f) There are no condemnation or appropriation proceedings pending or, to the Knowledge of Sellers, threatened against any of the Scheduled Real Property.

          (g) The Scheduled Real Property, taken together, constitutes all of the real property, real property interests (including rights-of-way and easements) and associated rights that are used in connection with the operation of the Business as currently operated and as operated since December 31, 2007.

          (h) Except as contemplated by this Agreement, there are no options, rights of first refusal, preferential purchase rights or similar rights to purchase any of the Scheduled Owned Real Property.

      4.9 Personal Property .

          (a) Schedule 4.9(a) lists each item of equipment, tools, machinery, parts, materials, supplies, furniture, tanks, vessels, barges, motor vehicles, trailers and other rolling stock, computers and computer hardware (including processing units, servers, terminals, disk drives, tape drives, printers, keyboards and peripherals) and each other item of tangible personal property used or held for use by the Sellers in connection with the Business having a fair market value of $5,000 or more that is subject to a lease (the “ Leased Equipment ”). All agreements pursuant to which the Sellers are leasing personal property used in the Business are listed on Schedule 4.9(a) .

          (b) Unless listed on Schedule 4.9(a) , Schedule 4.9(b) lists each item of equipment, tools, machinery, parts, materials, supplies, furniture, tanks, vessels, barges, motor vehicles, trailers, and other rolling stock, computers and computer hardware (including processing units, servers, terminals, disk drives, tape drives, printers, keyboards and peripherals) and each other item of tangible personal property used or held for use by the Sellers or any of their Affiliates in connection with the Business having a fair market value or book value of $5,000 or more (the “ Scheduled Personal Property ”). The Sellers have good title to such Scheduled Personal Property free and clear of all Liens except (i) for Permitted Liens and (ii) Liens disclosed on Schedule 4.9(b)(ii) .

          (c) The Leased Equipment and the Scheduled Personal Property together with all Inventories, prepaid deposits, bonds, deposits and financial sureties (other than prepaid deposits, bonds, deposits and financial sureties listed on Schedule 2.1 as Excluded Assets) and other items of tangible personal property which have a fair market value and book value of less than $5,000 (such unscheduled personal property, to the extent not listed on Schedule 2.1 as an Excluded Asset, also being included in the Purchased Assets) (collectively, the “ Personal Property ”) constitute all of the tangible personal property necessary for the ownership, use and operation of the Business consistent in all material respects with the past practices of the Sellers since December 31, 2007 and with the practices of the Sellers as of the date of this Agreement other than tangible personal property disposed of in the Ordinary Course of Business since December 31, 2007. Upon the consummation of the transactions contemplated by this Agreement, the Sellers will transfer and convey to the Buyer good and marketable title to the Personal Property (other than the Leased Equipment) free and clear of all Liens except Permitted Liens. Except as disclosed on Schedule 4.9(c) , the Leased Equipment and Personal Property (taken as a whole) are in good working order and repair (taking their age and ordinary wear and tear into account), have been operated and maintained in the Ordinary Course of Business and remain in adequate condition for use consistent with their primary use since December 31, 2007 (or later acquisition date). The Sellers and their Affiliates have not deferred maintenance of any such item in contemplation of the transactions contemplated by this Agreement.

      4.10 Permits . Schedule 4.10 lists all material Permits used or held by any Seller in connection with the conduct of the Business and ownership and operation of the Purchased Assets (the “ Scheduled Permits ”). If any Scheduled Permit is also used in the conduct of business or operations of Diamondback or its Affiliates (other than the Diamondback Subsidiaries), then Schedule 4.10 shall so reflect such shared usage. The Scheduled Permits constitute all of the material Permits necessary for the ownership, use and operation of the Business and the Purchased Assets as currently conducted and as conducted since December 31, 2007. Except as set forth in Schedule 4.10 , the Sellers are not in material violation or material default, and, to the Knowledge of the Sellers, no condition exists that with notice or lapse of time or both would constitute a material violation or material default, under any of the Scheduled Permits.

      4.11 Contracts .

          (a) Schedule 4.11(a) identifies each of the following Contracts used in connection with the Business to which any Seller or any of its Affiliates is a party or by which it or its properties is bound (each such identified Contract, a “ Material Contract ”):

          (b) Schedule 4.11(b) contains a list of the Contracts (other than Scheduled Leases, Scheduled Permits and Scheduled Intellectual Property) that are used in connection with the Business that are included in the Purchased Assets (such Contracts, the “ Scheduled Contracts ”).

          (c) True and complete copies (including all amendments) of each Scheduled Contract have been made available to the Buyer Parties. Except as disclosed in Schedule 4.11(c) : (i) each Purchased Contract is the legal, valid obligation of the applicable Seller, and to the Knowledge of the Sellers, any other Person party thereto, binding and enforceable against such Seller and, to the Knowledge of the Sellers, any other Person party thereto, in accordance with its terms except as such enforceability may be limited by Creditors’ Rights; (ii) each Purchased Contract has not been terminated, and neither such Seller nor, to the Knowledge of the Sellers, any other Person is in material breach or default thereunder, and to the Knowledge of the Sellers, no event has occurred that with notice or lapse of time, or both, would reasonably be expected to constitute a material breach or default, or permit termination,

modification in any manner adverse to such Seller or acceleration thereunder; and (iii) to the Knowledge of the Sellers, no party has asserted or has (except by operation of law) any right to offset, discount or otherwise abate any material amount owing under any Purchased Contract except as expressly set forth in such Purchased Contract.

      4.12 Intellectual Property

          (a) Schedule 4.12 identifies all patents, patent applications, inventions, disclosures, tradenames, registered trademarks or registered service marks, applications for registrations therefor and registered copyrights and applications therefor, in each case which are used in the conduct of the Business and identifies which of the foregoing are owned by the Sellers (the “ Scheduled Intellectual Property ”). The Scheduled Intellectual Property, together with the other Intellectual Property Rights primarily used in the conduct of the Business other than the Excluded Assets (the “ Seller Intellectual Property ”) constitutes all Intellectual Property Rights necessary for the operation of the Business consistent in all material respects with the past practices of the Business since December 31, 2007. Except as disclosed on Schedule 4.12 , none of the Seller Intellectual Property is owned or used by Diamondback or its subsidiaries or Affiliates other than the Sellers.

          (b) The Sellers have ownership of, or valid right to use consistent with the past practices of the Business since December 31, 2007, all of the Seller Intellectual Property, free and clear of all Liens other than (i) Permitted Liens and (ii) Liens disclosed on Schedule 4.12(b)(ii) . Except as set forth on Schedule 4.12(b)(ii) , all consents required under the Seller Intellectual Property in connection with the transactions contemplated by this Agreement have been obtained and furnished in writing to the Buyer Parties. Upon the consummation of the transactions contemplated by this Agreement, the Buyer will own and have good and valid title to or the right to use the Seller Intellectual Property free and clear of all Liens except for (i) Permitted Liens, and (ii) Liens disclosed on Schedule 4.12(b)(ii) .

          (c) During the three-year period preceding the date of this Agreement, no Seller has been a party to any judicial or administrative proceeding alleging, nor has any Seller been notified during such three-year period of any allegation of, any infringement or misappropriation of any Intellectual Property Rights owned or used by such Seller and related to the Business. There has been no infringement or misappropriation by any Seller of any Intellectual Property Rights of third persons nor has any Seller been notified of any allegation of any such infringement or misappropriation or of any continuing material infringement or misappropriation by any other Person of any of the Seller Intellectual Property. No Seller Intellectual Property is subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof by any Seller or its successors or assignees.

          (d) The Sellers have taken reasonable measures to protect the confidentiality of the trade secrets and confidential information of the Sellers with respect to the Business.

          (e) All statutory obligations and all fees, annuities and other payments which are due on or before the Closing Date for any of the Seller Intellectual Property including, without limitation, all United States or foreign patents, patent applications, trademark

registrations, service mark registrations, copyright registrations and any applications for any of the preceding, have been met or paid in full.

      4.13 Brokers’ Fees . None of the Sellers or any of their Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Buyer Parties or any of their Affiliates could become liable or obligated.

      4.14 Inventory . The Sellers own their inventory including cement, chemicals, frac sand, purchased goods available for sale and the Packers & Service Tools, Inc. repair parts (“ Inventory ”) free and clear of all Liens except for (i) Permitted Liens and (ii) Liens disclosed on Schedule 4.14(a)(ii) . Except as disclosed on Schedule 4.14(b) , such Inventory was acquired for sale in the Ordinary Course of Business and is in good and saleable condition and is not obsolete, slow moving or damaged. Such Inventory is located at the locations as noted on Schedule 4.14(b) and except as set forth on Schedule 4.14(b) none of such Inventory is subject to any consignment, bailment, warehousing or similar arrangement. Except as disclosed on Schedule 4.14(b) , all Inventory is carried on the books of the Sellers at the lower of cost or market determined on a first-in, first-out average cost basis.

      4.15 Legal Compliance . With respect to the ownership and use of Purchased Assets (including their ownership and use in the Business), the Sellers and their Affiliates have been and are in compliance in all material respects with all applicable Legal Requirements. The Sellers have not been charged with, or to the Knowledge of the Sellers, been under investigation with respect to, any material violation of any provision of any Legal Requirements in respect of the Business or any of the Purchased Assets. Notwithstanding the foregoing, no representation or warranty is made in this Section 4.15 with respect to Environmental Laws which are covered exclusively in Sections 4.20 and 4.21.

      4.16 Taxes . Except as disclosed on Schedule 4.16 , (i) all Tax Returns required to be filed by the Sellers have been duly and timely filed with the appropriate Governmental Authority, (ii) all Tax Items required to be included in each such Tax Return have been so included and all such Tax Items and any other information provided in each such Tax Return is true, correct and complete in all material respects, (iii) all Taxes owed by the Sellers that are or have become due have been timely paid in full, (iv) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, (v) all Tax withholding and deposit requirements imposed on the Sellers have been satisfied, (vi) there are no Liens on any of the Purchased Assets or the Business that arose in connection with any failure (or alleged failure) to pay any Tax, (vii) there is no claim pending or threatened in writing by any Governmental Authority in connection with any such Tax, (viii) none of such Tax Returns are now under audit or examination by any Governmental Authority and (ix) there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any such Tax Return or the assessment or collection of any such Tax.

      4.17 Litigation . Except as set forth in Schedule 4.17 , there are no actions, suits or proceedings pending or, to the Knowledge of the Sellers, threatened at law or in equity, or before or by any Governmental Authority or before any arbitrator of any kind, against the Sellers or the

Business or the Purchased Assets except for any matter that, if resolved in a manner adverse to any Seller, would not, individually or in the aggregate, reasonably be expected to have a material and adverse impact on the Purchased Assets or the Business or the consummation of the transactions contemplated hereby.

      4.18 Employees; Employee Relations .

          (a) (i) Except as set forth in Schedule 4.18(a) , none of the Sellers nor any of their Affiliates is a party to or bound by or is negotiating any collective bargaining agreement or any other arrangements with labor or trade unions or work councils applicable to any Business Employee, nor have the Sellers or any of their Affiliates experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes with respect to any Business Employee during the five-year period prior to the date of this Agreement. Except as set forth on Schedule 4.18(a) , none of the Sellers or any of their Affiliates has committed any unfair labor practice with respect to any Business Employee during such five-year period. Neither Seller nor any of Seller’s Affiliates is obligated under any agreement to recognize or bargain with any labor organization or union on behalf of any of the Business Employees. To the Knowledge of the Sellers, no organizational efforts are presently being made or threatened by or on behalf of any labor union with respect to any Business Employees.

               (ii) Seller and its Affiliates are in compliance with and have not triggered any requirements under the WARN Act or similar laws with respect to the Business Employees.

          (b) Except as set forth on Schedule 4.18(b) , no legal proceedings, charges, complaints, grievances or similar actions have been commenced with any Governmental Authority with respect to the Sellers or their Affiliates with respect to any Business Employee under any federal, state or local laws affecting the employment relationship, and, to the Knowledge of the Sellers, no proceedings, charges, or complaints are threatened under any such laws or regulations and no facts or circumstances exist which would reasonably be expected to give rise to any such proceedings, charges, complaints, or claims. Except as set forth on Schedule 4.18(b) , the Sellers and their Affiliates are not subject to any settlement or consent decree with any present or former employee of the Business, employee representative or any Governmental Authority relating to claims of discrimination or other claims in respect to employment practices and policies relating to the Business. Except as set forth on Schedule 4.18(b) , no Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Sellers or any of their Affiliates that affect the Business or Business Employees. Except as set forth on Schedule 4.18(b) , all levies, assessments and penalties made against the Sellers or any of their Affiliates with respect to any Business Employee pursuant to any applicable workers’ compensation legislation in the jurisdictions in which the Business is conducted have been paid by the Sellers or their Affiliates.

          (c) Schedule 4.18(c) sets forth a true, correct and complete list, as of the date of execution of this Agreement, of all Business Employees. The list described in the preceding sentence shows each Business Employee’s name, job title, principal place of employment, original hire date, service date, bonus paid or payable for calendar year 2007, current base salary

or base wages, accrued and unused time off and vacations as of August 3, 2008 and employer’s name. No changes in such base salary or base wages for such employees have been made, promised or authorized since December 31, 2007, except in the Ordinary Course of Business or as described in Schedule 4.18(c) . The compensation and benefits (including vacation benefits) paid or provided with respect to all Business Employees have been reflected in the Financial Statements to the extent required by GAAP. There are no loans or other obligations payable or owing by the Sellers or any of their Affiliates to any Business Employee, except salaries, wages, accrued vacation and salary advances and reimbursement of expenses incurred and accrued in the Ordinary Course of Business, nor are any loans or debts payable or owing by any such Business Employee to the Sellers or any of their Affiliates, nor have the Sellers or any of their Affiliates guaranteed any of such Business Employee’s respective loans or obligations. For the avoidance of doubt, except as provided in Section 6.4, the Sellers acknowledge and agree that all compensation and benefits relating to the period prior to the Effective Time are obligations of the Sellers and are not assumed by the Buyer. There are no contracts of employment with any of the Business Employees except as listed on Schedule 4.18(c) . True and complete copies (including all amendments) of each such contract of employment with any of the Business Employees have been provided to the Buyer Parties.

          (d) Schedule 4.18(d) sets forth a list of all Persons who are independent contractors providing material services for the Business. To the Knowledge of the Sellers, each of the Sellers has, for all purposes (including compensation and tax related purposes and benefit plan purposes), properly and correctly classified Persons performing services for the Sellers or the Business as employees, leased employees, independent contractors or agents, as the case may be.

      4.19 Employee Benefit Matters .

          (a) Schedule 4.19 includes a true and complete description of each of the following (collectively referred to as the “ Plans ,” and individually referred to as a “ Plan ”) which is sponsored, maintained or contributed to or by the Sellers or any of their Affiliates for the benefit of any of the Business Employees (or their beneficiaries), or has been so sponsored, maintained or contributed to within six years prior to the Closing Date or with respect to which the Sellers or any of their Affiliates may have any liability:

               (i) each “employee benefit plan,” as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), (including, but not limited to, each plan that would be an “employee benefit plan”, as such term is defined in Section 3(3) of ERISA if it was subject to ERISA, such as foreign plans); and

               (ii) each personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 4.19(a)(i).

          (b) As of the date of this Agreement, Seller has provided to the Buyer true, correct, and complete copies of each of the Plans, and related trusts, if applicable, including all amendments thereto. There has also been furnished to the Buyer, with respect to each plan required to file such report and description the most recent on Form 5500 and the summary plan description.

          (c) Except as disclosed on Schedule 4.19 , the Sellers do not contribute to and have no obligation to contribute to (and have not at any time within six years prior to the Closing Date, contributed to or had any obligation to contribute to), and no Plan is (i) a multiemployer plan within the meaning of Section 3(37) of ERISA or (ii) a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. No Plan is funded through a trust that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. No Plan provides or promises to provide retiree medical, dental or life insurance benefits to any current or former Business Employee.

          (d) There does not now exist, nor do any circumstances exist that could result in, any “controlled group liability” of the Sellers or any of their ERISA Affiliates that would be, or could become, a liability of the Buyer Parties or any of their Affiliates as of or following the Effective Time. As used in the preceding sentence, the term “controlled group liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under section 302 of ERISA, (iii) under sections 412 and 4971 of the Code, (iv) as a result of the failure to comply with the continuation of coverage requirements of section 601 et seq. of ERISA and section 4980B of the Code, and (v) under corresponding or similar provisions of any foreign Legal Requirement.

          (e) Notwithstanding any other provision of this Agreement to the contrary, Seller shall retain or assume each Plan and associated contract, and the Buyer shall not assume or be liable for any of the obligations or liabilities under any Plan or associated contract.

      4.20 Environmental Matters . Except as disclosed on Schedule 4.20 :

          (a) Environmental Authorizations . All material Environmental Authorizations required for the ownership and use of the Purchased Assets as presently used (including their ownership and use in the Business) have been obtained and are in full force and effect. All such material Environmental Authorizations are listed on Schedule 4.10 . To the Knowledge of Sellers, there are no facts or circumstances that would reasonably be expected to prevent the Buyer from obtaining timely renewals of Environmental Authorizations required for operation of the Business and use of the Purchased Assets.

          (b) Environmental Compliance . The Purchased Assets (including their ownership and use in the Business) are and have at all times been in compliance in all material respects with the requirements of applicable Environmental Laws and the terms and conditions of applicable Environmental Authorizations. None of the Sellers nor any of their Affiliates have received any written communication from any Environmental Authority or any other Person alleging that any Seller is not in compliance with any Environmental Law or Environmental Authorization applicable to the Purchased Assets or the Sellers’ ownership and use of the Purchased Assets (including their ownership and use in the Business) in circumstances where

such alleged non-compliance has not been resolved to the satisfaction of the Environmental Authority or Person making the allegation.

          (c) Environmental Liabilities . There are no present and unresolved actions, activities, circumstances, conditions, events or incidents, including any Release of any Hazardous Materials, with respect to the Business or the Purchased Assets that would reasonably be expected to form the basis for assertion of any Environmental Liability against any owner or operator of the Business or the Purchased Assets as of the Effective Time. There has been no Release of Hazardous Materials in connection with the Business for which all clean-up, remediation and restoration actions required under Environmental Laws have not been fully performed and completed to the satisfaction of the relevant Environmental Authority.

          (d) Environmental Proceedings . There are no Claims pending or, to the Knowledge of the Sellers, threatened against the Sellers or any of their respective Affiliates or any Predecessor with respect to operation of the Business or the ownership or operation of the Purchased Assets, against the Business itself or any property used therein, in which any violation of any Environmental Law is alleged or any Environmental Liability is asserted.

          (e) Environmental Exposure . There has been no exposure of any Person or property to Hazardous Materials in connection with the Sellers’ or its Affiliates’ businesses or operations that would reasonably be expected to form the basis for a claim for damages or compensation.

          (f) Environmental Reports . The Sellers have provided or made available to the Buyer all environmental audits, assessments, studies and correspondence with any Environmental Authority regarding environmental conditions or liability under or compliance with Environmental Laws relating to operation of the Business or the ownership or use of the Purchased Assets that are in the possession or control of any of the Sellers or their Affiliates.

      4.21 Disposal Wells .

          (a) Schedule 4.21(a) lists each disposal well and injection well (“ Disposal Well ”) owned, leased or operated by the Sellers and included in the Purchased Assets including (i) a physical description of such Disposal Well and of the physical site on which it is located, (ii) identification of the entity which owns such Disposal Well, (iii) the geographical location of such Disposal Well, (iv) a description of all surety or performance bonds or other collateral in favor of a Governmental Authority, Environmental Authority or third party which have been provided or posted with respect to the ownership, operation or permitting of such Disposal Well and (v) whether the land on which such Disposal Well is located is leased or owned.

          (b) Each Disposal Well and Sellers’ ownership, use and maintenance of and reporting with respect to such Disposal Well is in compliance, in all material respects, with all applicable Legal Requirements or Environmental Laws (including the Texas Water Code and the Natural Resources Code and Oklahoma Legal Requirements) and rules and regulations imposed by applicable Governmental Authorities (including the Railroad Commission of Texas). The only materials and substances which have been injected into the Disposal Wells consist of oil field wastes and other substances which are of the type and nature and in amounts allowed under

applicable Legal Requirements or Environmental Laws and permits to be injected by the Sellers into such Disposal Wells.

          (c) Schedule 4.21(c) lists each Permit and Environmental Authorization applicable to the Sellers’ ownership, operation or use of each Disposal Well. Such scheduled Permits and Environmental Authorizations are all of the Permits and Environmental Authorizations necessary for the Sellers to own and operate the Disposal Wells and following the transfer and assignment of the Purchased Assets and Permits and Environmental Authorizations hereunder to the Buyer, to the Knowledge of the Sellers, such Permits and Environmental Authorizations will continue to be in full force and effect with respect to the Buyer’s ownership and use of the Disposal Wells in substantially the same manner as used prior to the Closing.

      4.22 Customers, Vendors and Suppliers . Schedule 4.22 contains a list of the top ten customers and suppliers of the Sellers’ stimulation and pumping services segment, completion and production services segment and fluid logistics and well site services segment, respectively, for the year ended December 31, 2007 and the six-month period ended June 30, 2008. Such list further identifies each customer of the Business that represented more than 5% of the revenue of the Business for such periods and each supplier of the Business who represented more than 5% of the expenses of the Business for such periods (each a “ Significant Customer or Supplier ”). To the Knowledge of the Sellers, as of the date hereof (i) none of the Significant Customers or Suppliers has any present intent to discontinue or substantially alter its business relationship with the Business and (ii) none of the other customers of or suppliers to the Business has any present intent to discontinue or substantially alter its business relationship with the Business which discontinuance or alteration would reasonably be expected to materially and adversely impact the Business.

      4.23 Certain Payments . In connection with the Business, none of the Sellers or any director, officer, agent, employee or other person associated with or acting on behalf of any Seller or any of its Affiliates has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, made any direct or indirect unlawful payment to any foreign or domestic governmental official or employee or made any illegal bribe, rebate, payoff, influence payment, kickback or other unlawful payment, (ii) directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, government employee or other Person who is or may be in a position to help or hinder the Business (or assist a Seller) in connection with any actual or proposed transaction which (x) would reasonably be expected to subject the Purchased Assets or the Buyer to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (y) if not continued in the future, would reasonably be expected to materially and adversely impact the Business.

      4.24 Insurance . Schedule 4.24 sets forth a true and complete list of all policies, binders, and insurance contracts under which the Purchased Assets are insured (the “ Insurance Policies ”). Each of the Insurance Policies is in full force and effect, and there has been no written notice of any cancellation or any threatened cancellation of any Insurance Policy.

      4.25 No Undisclosed Liabilities . Except as set forth on Schedule 4.25 or in the Interim Balance Sheet, the Business does not have any liability or contingency that would be required in accordance with GAAP to be reflected on Diamondback’s and its Subsidiaries

consolidated balance sheet or the notes thereto, other than liabilities which have arisen after the date of the Interim Balance Sheet in the Ordinary Course of Business which liabilities have not individually or in the aggregate had a material and adverse impact on the Purchased Assets or the Business.

      4.26 Product and Service Warranty . Schedule 4.26 identifies any warranty claim asserted during the one-year period prior to the date hereof in connection with the Business from which the Sellers or any of their Affiliates have incurred costs in excess of $25,000.

      4.27 Assets Necessary to the Business; Related Party Transactions .

     (a) Except as set forth on Schedule 4.27(a) , the Purchased Assets transferred to the Buyer at the Closing will constitute all of the assets necessary or required to permit the Buyer to carry on the Business in substantially the same manner as presently conducted and as conducted since December 31, 2007 other than assets disposed of since December 31, 2007 in the Ordinary Course of Business.

     (b)  Schedule 4.27(b) describes any material services provided by Diamondback or any of its Affiliates (other than the Diamondback Subsidiaries) in the operation of the Business since December 31, 2007.

     (c)  Schedule 4.27(c) describes any material assets owned by Diamondback or any of its Affiliates (other than the Diamondback Subsidiaries) which are or have been used in the operation of the Business since December 31, 2007.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES

     Each Buyer Party hereby represents and warrants to the Sellers as follows.

      5.1 Organization . Each of Parent and the Buyer is a corporation or limited partnership duly incorporated or formed, validly existing and in good standing under the laws of the state of its formation.

      5.2 Power . Each of the Buyer Parties has all requisite corporate or partnership power and authority to own its properties and assets and to carry on the business as currently conducted.

      5.3 Authority; Enforceability . Each of the Buyer Parties has all requisite corporate or partnership power and authority to execute and deliver this Agreement and any other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Buyer Party is a party and the performance of its obligations contemplated hereby and thereby have been duly and validly approved by all corporate or partnership action necessary on behalf of such Buyer Party. This Agreement and each of the Transaction Documents to which such Buyer Party is a party constitutes the legal, valid and binding obligations of such Buyer Party, enforceable against it in accordance with their terms, subject to Creditors’ Rights. All other documents required hereunder to be executed and delivered by such Buyer Party at the Closing have been duly authorized, executed and delivered by such entity and constitute the

legal, valid and binding obligations of such Buyer Party, enforceable against it in accordance with their terms, subject to the Creditors’ Rights.

      5.4 Absence of Conflicts . Neither the execution and delivery by any Buyer Party of this Agreement or the other Transaction Documents to which it is a party, nor the consummation of the transactions contemplated hereby and thereby will (a) violate or breach the terms of, cause a default under, conflict with, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase or similar right under (i) any applicable Legal Requirement, (ii) the Organizational Documents of the Buyer Parties, or (iii) any material Contract to which any Buyer Party is a party or by which it, or any of its properties, is bound; (b) result in the cancellation, forfeiture, revocation, suspension or adverse modification of any existing consent, approval, authorization, license, permit, certificate or order of any Governmental Authority or (c) with the passage of time or the giving of notice or the taking of any action of any third party have any of the effects set forth in clause (a), (b) or (c) of this Section 5.4.

      5.5 Brokers’ Fees . Except for fees payable by Buyer to Jefferies & Company, Inc. in connection with the transactions contemplated by this Agreement, which are the sole responsibility of Parent, none of the Buyer Parties or any of their Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Seller could become liable or obligated. The Buyer Parties agree and covenant to pay any fee payable by the Buyer Parties to any of their advisors in connection with the transactions contemplated by this Agreement.

      5.6 Consents . No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Person or Governmental Authority is required to be obtained or made by any Buyer Party in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby, except for (i) compliance with and filings under the HSR Act, (ii) applications for required Permits, (iii) those the failure of which to obtain or make, individually or in the aggregate, would not materially impair or delay the ability of any Buyer Party to perform its obligations under this Agreement or the other Transaction Documents and (iv) those consents and approvals listed on Schedule 5.6 .

      5.7 Litigation . Except as set forth in Schedule 5.7 , there are no actions, suits or proceedings pending or, to the Knowledge of the Buyer, threatened at law or in equity, or before or by any Governmental Authority or before any arbitrator of any kind, against the Buyer Parties or any of their Affiliates except for any matter that, if resolved in a manner adverse to any Buyer Party, would not, individually or in the aggregate, reasonably be expected to materially impair or delay the ability of any Buyer Party to perform its obligations under this Agreement or the other Transaction Documents.

ARTICLE VI
COVENANTS

      6.1 Conduct of Business .

          (a) From the date of this Agreement through the Closing, except as set forth on Schedule 6.1 , as expressly contemplated by this Agreement, or as consented to by the Buyer in writing, (i) each Seller shall (x) operate its business in the ordinary course, including continuation of maintenance programs, payment of accounts payable and maintenance of capital expenditure programs, and (y) use Reasonable Efforts to preserve intact its business and its relationship with customers, suppliers and others having business relationships with the Sellers and (ii) each Seller shall not:

               (A) liquidate, dissolve, recapitalize or otherwise wind up its business;

               (B) (1) grant or increase any bonus, salary, severance, termination, change of control or other compensation or benefits to any of the Business Employees or make any other enhancement to the terms or conditions of employment applicable to any of the Business Employees, other than in the Ordinary Course of Business, (2) adopt, enter into or amend in any material respect any Plan, (3) enter into any employment agreement with any Business Employee or (4) enter into any collective bargaining agreement or any other arrangements with labor or trade unions or work councils applicable to any Business Employee;

               (C) sell, assign, transfer, lease or otherwise dispose of any material assets included in the Purchased Assets except in the Ordinary Course of Business;

               (D) make, amend or revoke any material election with respect to Taxes relating to the Business or the Purchased Assets other than in the Ordinary Course of Business;

               (E) create any new Liens on any of the Purchased Assets other than Permitted Liens which are created without any affirmative action on the part of the Sellers or Liens which will be removed or released at or prior to the Effective Date;

               (F) change its material business policies or procedures including those relating to collection of account receivables and timely payment of account payables; or

               (G) agree, whether in writing or otherwise, to do any of the foregoing.

          (b) From the date of this Agreement through the Closing, the Sellers shall use Reasonable Efforts to maintain normal Inventory levels in the Ordinary Course of Business.

          (c) The Sellers agree that between signing of this Agreement and the Closing, the Sellers will not enter into (i) any Contract which involves payments by or to a Seller in excess of $250,000 in any twelve month period or in excess of $250,000 in the aggregate over the term of the Contract (including any amendment to any existing Scheduled Contract) or (ii) any Contract between any Seller on the one hand and any Affiliate of Diamondback or Wexford Capital LLC or any of its Affiliates on the other hand without the prior written approval of the Buyer (each Contract so approved by the Buyer, an “ Approved Contract ”); provided , however ,

that notwithstanding the foregoing, the Seller Parties may enter into/accept the following (each a “ Permitted Order ”): (x) purchase orders and work orders pursuant to existing Scheduled Contracts without the consent of the Buyer, so long as such purchase orders and work orders are entered into in the Ordinary Course of Business and are at pricing levels and on terms which are consistent with the Sellers’ past practices and (y) Contracts that would otherwise be prohibited hereunder so long as such Contracts may be terminated by a Seller or Buyer in connection with the Closing without penalty. If any Seller enters into a Contract (or any amendment to a Scheduled Contract) after the date of this Agreement in the Ordinary Course of Business: (i) the Sellers Representative shall promptly notify the Buyer of such Contract and provide a copy of such Contract to the Buyer; (ii) such Contract, if an Approved Contract, a Permitted Order or if entered into in the Ordinary Course of Business and under the threshold amounts set forth in this Section 6.1(c), shall be deemed for all purposes to have been included in the Purchased Contracts on the Closing Date; and (iii) the Sellers’ representations and warranties contained in Section 4.11(c) shall be deemed to apply to such Contracts.

          (d) Sellers agree that between signing of this Agreement and the Closing, Sellers may not dispose of any Purchased Assets used in the Business (other than the sale of Inventory and the use of Inventory and other Purchased Assets, in each case in the Ordinary Course of Business) except with the prior written consent of Sellers. The proceeds from any sale of Purchased Assets by Seller (other than the sale and use of Inventory and other Purchased Assets, in each case in the Ordinary Course of Business) shall be for the account and benefit of Buyer.

      6.2 Non-Competition .

          (a) (i) Each of the Seller Parties, in order to induce the Buyer Parties to enter into this Agreement, expressly covenants and agrees that during the eighteen month period beginning immediately after the Closing Date (the “ Restricted Period ”) such Seller Party will not, and such Seller Party will cause its Affiliates not to, directly or indirectly, provide within the Prohibited Area any hydraulic fracturing and stimulation services or cementing services (collectively, the “ Business Services ”) using fracturing units other than fracturing units owned by GWES Holdings LLC or its subsidiaries (collectively, “ GWES ”) as of the date of this Agreement which have aggregate horsepower of less than 58,000 horsepower or more than two cementing units, respectively (the “ Capacity Limits ”); provided , however , that the parties acknowledge and agree the provisions of this Section 6.2(a)(i) shall not be deemed to prohibit: (A) the replacement or refurbishment by GWES of such existing equipment so long as the overall aggregate horsepower and capacity of the total equipment used by GWES within the Prohibited Area during the Restricted Period does not exceed the referenced Capacity Limits; or (B) the ownership by any Seller Party or Affiliate of any Seller Party of any class of securities registered pursuant to the Securities Exchange Act of 1934, as amended; provided such investment is a non-controlling interest and neither Wexford Capital LLC nor any of its Affiliates are actively involved in the management of such entity; or (C) the purchase by a Seller Party or any of its Affiliates of the business or assets of a business or entity where the revenues from Business Services provided by such business or entity, as of its most recent fiscal year-end, did not exceed 20% of its total revenues (such business or assets comprising such Business Services being hereinafter referred to as the “ Ancillary Business ”), provided that the Ancillary Business (x) does not involve fracturing units with aggregate horsepower in excess of 10,000

horsepower or more than two cementing units or (y) did not generate annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, and the Seller Party agrees not to and does not increase the aggregate horsepower or number of cementing units or change or expand the size, number or location of service centers or other facilities of the Ancillary Business in the Prohibited Area during the Restricted Period other than relocation of facilities upon expiration of any lease or relocations within the same general area which do not materially change the scope or geographical reach of the business. If the Ancillary Business involves fracturing units with aggregate horsepower in excess of 10,000 horsepower or more than two cementing units or generated annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, then the Seller Party will offer or cause to be offered to the Buyer the right to purchase the Ancillary Business at a mutually agreed upon price or, failing such agreement, at the fair market value of such Ancillary Business as determined by an independent investment banking firm mutually agreeable to Buyer and the Sellers Representative. If the Buyer declines such offer to purchase or fails to commit to acquire such Ancillary Business within thirty (30) days after written notice to it of such offer and provision to it of all relevant information pertaining to the Ancillary Business in the possession o