THIS AGREEMENT is made as of the 17 day of May, 2010.
FORBES ENERGY SERVICES LTD. , a company established pursuant to the laws of Bermuda (the “ Corporation ”)
WEST FACE LONG TERM OPPORTUNITIES LIMITED PARTNERSHIP , a limited partnership established under
the laws of the Province of British Columbia (“ West Face LP ”)
WEST FACE LONG TERM OPPORTUNITIES (USA) LIMITED PARTNERSHIP , a limited partnership established
under the laws of Delaware (“ West Face USA LP ”)
WEST FACE LONG TERM OPPORTUNITIES MASTER FUND L.P. , a limited partnership established under the
laws of the Cayman Islands (“ West Face Master LP ”, and together with West Face LP and West Face USA LP, the
“ Purchasers ”)
NOW, THEREFORE, THIS AGREEMENT WITNESSES THAT , in consideration of the premises and the respective covenants
and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE 1 – INTERPRETATION
(1) “ Act ” means the Securities Act (Ontario).
the authorized capital of the Corporation consists of 450,000,000 common shares of par value $0.01 each ( “Common
Shares ” ) of which 54,173,700 are issued and outstanding, 40,000,000 Class B shares of par value $0.01 each (the “Class
B Shares ” ) of which 29,500,000 are issued and outstanding, and 10,000,000 preference shares of par value $0.01 each
(the “Preference Shares” ) of which none are issued and outstanding;
the Corporation has established and created Series B Preferred Shares (as defined below) with terms set out in Schedule
B hereto; and
the Purchasers have agreed to subscribe for and purchase from the Corporation 580,800 Series B Preferred Shares for
aggregate gross proceeds of $14,520,000 on the terms and conditions set out herein and the Corporation has agreed to
accept such subscription.
(2) “ Applicable Law ” means any and all applicable laws including all statutes, codes, ordinances, decrees, rul