Lock-Up Agreement between W-H Energy Services, Inc. and Shareholder Regarding Public Offering

Summary

This agreement is between W-H Energy Services, Inc. and a shareholder, restricting the shareholder from selling, transferring, or otherwise disposing of company stock or related securities for 90 days following the company's public offering. The agreement also prohibits the shareholder from requesting registration of such securities during this period, unless Credit Suisse First Boston Corporation gives written consent. Transfers to family or trusts are allowed if the recipient agrees to these terms. The agreement becomes void if the public offering does not occur by a specified date.

EX-10.11 3 h87937ex10-11.txt FORM OF LOCK-UP AGREEMENT 1 EXHIBIT 10.11 FORM OF LOCK UP AGREEMENT June ____, 2001 W-H Energy Services, Inc. 10370 Richmond Avenue, Suite 990 Houston, Texas 77042 Credit Suisse First Boston Corporation Deutsche Banc Alex. Brown UBS Warburg LLC Simmons & Company International c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, NY 10010-3629 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in an orderly market for the common stock (the "SECURITIES") of W-H Energy Services, Inc., and any successor (by merger or otherwise) thereto, (the "COMPANY"), the undersigned hereby agrees that from the date hereof and until 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the "PUBLIC OFFERING DATE") pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse First Boston Corporation. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse First Boston Corporation, it will not, during the period commencing on the date hereof and ending 90 days after the Public Offering Date, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Agreement. A transfer of Securities to a family member or trust may be made, provided the transferee agrees to be bound in writing by the terms of this Agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. 2 This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before ___________, 2001. Very truly yours, ------------------------------------------ Name