SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Eco-Stim Energy Solutions, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

27888D101

(CUSIP Number)

Brian Meyer

Fir Tree Inc.

55 West 46th Street, 29th Floor

New York, NY 10036

(212) 599-0090

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 6, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 9 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 27888D101 SCHEDULE 13D Page 2 of 9 Pages

1	NAME OF REPORTING PERSON Fir Tree Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 2,030,436 shares of Common Stock*
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,030,436 shares of Common Stock*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,030,436 shares of Common Stock*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5%*
14	TYPE OF REPORTING PERSON IA, CO

* See also the Proxy Right described in Item 4.

CUSIP No. 27888D101 SCHEDULE 13D Page 3 of 9 Pages

Item 1.	SECURITY AND ISSUER
	This statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, $0.001 par value per share (the "Common Stock"), of Eco-Stim Energy Solutions, Inc., a Nevada corporation (the "Issuer"). The Issuer's principal executive offices are located at 2930 W. Sam Houston Pkwy N., Suite 275, Houston, Texas 77043.

Item 2.	IDENTITY AND BACKGROUND
(a)	This statement is filed by Fir Tree Inc., a New York corporation ("Fir Tree" or the "Reporting Person").  Fir Tree is the investment manager to certain private-pooled investment vehicles for which Fir Tree serves as the investment manager (the "Fir Tree Funds"), and has been granted investment discretion over portfolio investments, including the Common Stock held by the Fir Tree Funds.
	Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party.
	The filing of this statement should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the securities reported herein.
(b)	The address of the business office of the Reporting Person is 55 West 46th Street, 29th Floor, New York, NY 10036.
(c)	Fir Tree provides investment management services to private individuals and institutions and its principal business is investment management.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f)	Fir Tree is a New York corporation.
	Schedule A attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D.

CUSIP No. 27888D101 SCHEDULE 13D Page 4 of 9 Pages

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	The Reporting Person used a total of $2,038,045.25 to acquire the Common Stock reported in this Schedule 13D (the "Purchased Shares"). The source of the funds used to acquire the shares of Common Stock reported herein is the working capital of Fir Tree Funds.

Item 4.	PURPOSE OF TRANSACTION
	On March 3, 2017, a Fir Tree Fund, entered into a Purchase, Sale and Assignment Agreement with certain funds managed by Albright Capital Management LLC ("ACM"), the Issuer and certain subsidiaries of the Issuer (the "Purchase, Sale and Assignment Agreement") for: (i) the purchase of the Common Stock reported in this Schedule 13D and the Existing ACM Note (as defined below), (ii) the purchase of 1,000 Class C Shares of Eco-Stim Energy Solutions Argentina S.A., an affiliate of the Issuer and (iii) the assignment and delegation to the Fir Tree Fund of all rights, powers, benefits, privileges, discretions, and duties and interest in, to and under the agreements related to such securities.
	The foregoing description is a summary of the Purchase, Sale and Assignment Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 1 to this Schedule 13D and incorporated herein by reference.
	Simultaneously, the Fir Tree Fund and the Issuer entered into an Amended and Restated Convertible Note Facility Agreement (the "Amended and Restated Convertible Note Facility Agreement").  Pursuant to the terms of the Amended and Restated Convertible Note Facility Agreement, the Issuer issued a secured promissory note (the "Amended and Restated Convertible Note") in a principal amount of $22 million, which replaces the Issuer's outstanding 14% convertible notes due 2018 in the aggregate principal amount of $22,000,000 issued to ACM in 2014 (the "Existing ACM Note"), and a secured promissory note (the "New Convertible Note", and together with the Amended and Restated Convertible Note, the "Notes") in a principal amount of approximately $19.4 million, representing an additional $17 million aggregate principal amount of convertible notes purchased from the Issuer by the Fir Tree Fund on March 6, 2017 and approximately $2.4 million principal amount of convertible notes issued to the Fir Tree Fund in payment of accrued and unpaid interest on the Existing ACM Note acquired by FT Holdings from ACM.
	The New Convertible Note (and, in certain circumstances, the Amended and Restated Convertible Note) will be automatically converted into Common Stock at a price of $1.40 per share, contingent upon the Issuer receiving approval of the conversion by shareholders representing a majority of the outstanding Common Stock not held by the Fir Tree Fund, and subject to certain other conditions set forth in the Notes and the Amended and Restated Convertible Note Facility Agreement. The Issuer will seek prompt shareholder approval of the conversion of the Notes. Assuming the conversion of both Notes at the current conversion price, the Issuer will issue 29,538,787 shares of Common Stock to Fir Tree, which together with the shares of Common Stock reported herein, would represent approximately 67.2% of the shares of Common Stock, assuming there remains 14,416,727 (see Item 5(a)) shares of Common Stock outstanding as of such time. The unpaid principal amount of the Notes bears an interest rate of 20% per annum and matures on May 28, 2018.

CUSIP No. 27888D101 SCHEDULE 13D Page 5 of 9 Pages

The Amended and Restated Convertible Note Facility Agreement further provides that all obligations thereunder are and will be: (i) subject to certain terms and exceptions, jointly and severally guaranteed by certain of the Issuer's subsidiaries and (ii) secured by liens on certain of the assets of the Issuer and the subsidiary guarantors.

As a condition precedent for the closing of the Amended and Restated Convertible Note Facility Agreement, the Issuer entered into an Amended and Restated Stockholder Rights Agreement (the "A&R Stockholder Rights Agreement") with the Fir Tree Fund and certain other stockholders party thereto (the "Specified Stockholders").

Pursuant to the A&R Stockholder Rights Agreement, Fir Tree has the right to nominate three individuals (the "Fir Tree Nominees") for election to the board of directors of the Issuer (the "Board") for so long as it beneficially owns at least 5% of the issued and outstanding Common Stock (calculated on a fully diluted basis). Accordingly, on March 6, 2017, Messrs. David Proman, Andrew Teno and Andrew Colvin, employees of Fir Tree, were appointed to the Board. For so long Fir Tree has the right to nominate three members of the Board, the Specified Stockholders have agreed in the A&R Stockholder Rights Agreement to vote all shares of Common Stock they hold (based on information and belief, the Specified Stockholders currently hold 4,204,437 shares of Common Stock in the aggregate) in favor of the election of the Fir Tree Nominees as directors and in favor of the conversion of the Notes, which agreement is enforceable by all parties thereto, including by Fir Tree who was granted a proxy to that effect (the "Proxy Right"), the Company and the Specified Stockholders.

The A&R Stockholder Rights Agreement also includes certain approval, preemptive and other rights so long as Fir Tree maintains certain ownership threshold of the Common Stock.

On March 7, 2017, the Fir Tree Fund and the Issuer entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Issuer granted certain registration rights to Fir Tree with respect to the shares of Common Stock held by the Fir Tree Fund (the "Registrable Securities"), including those shares of Common Stock issuable upon the conversion of the Notes.

The foregoing descriptions are summaries of the Notes, the Amended and Restated Convertible Note Facility Agreement, the A&R Stockholder Rights Agreement and the Registration Rights Agreement and do not purport to be complete and are qualified in their entireties by reference to the full texts thereof. The Amended and Restated Convertible Note and the New Convertible Note which are filed as Exhibit 2 and Exhibit 3 to this Schedule 13D, respectively, are incorporated herein by reference. The Amended and Restated Convertible Note Facility Agreement, the A&R Stockholder Rights Agreement and the Registration Rights Agreement which are referenced as Exhibit 4, Exhibit 5 and Exhibit 6 to this Schedule 13D, respectively, and which are filed as Exhibits 10.1, 4.1 and 4.2 to the Issuer's Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 9, 2017 (the "March 2017 Form 8-K"), respectively, are incorporated herein by reference.

CUSIP No. 27888D101 SCHEDULE 13D Page 6 of 9 Pages

The Reporting Person intends to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by management or the Board of Directors, price levels of the Common Stock, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the Common Stock.

Except as set forth herein, the Reporting Person has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. 

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Person (see also the Proxy Right described in Item 4).  The percentages used in this Schedule 13D are calculated based upon 15,027,841 shares of Common Stock issued and outstanding, as set forth in the Amended and Restated Convertible Note Credit Facility.  Since the conversion of the Notes is contingent upon a material contingency outside the control of Fir Tree, the number of shares of Common Stock and the percentages set forth on the Reporting Person's cover page do not give effect to the conversion of the Notes.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition (see also the Proxy Right described in Item 4).
(c)	Except as described in Item 4, the Reporting Person has not effected any transaction in the Common Stock within the past sixty days.
(d)	No person other than the Reporting Person and the Fir Tree Funds is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Fir Tree Funds.
(e)	Not applicable.

CUSIP No. 27888D101 SCHEDULE 13D Page 7 of 9 Pages

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Except as set forth in Item 4, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7.	MATERIAL TO BE FILED AS EXHIBITS
1.	Sale, Purchase and Assignment Agreement.
2.	Amended and Restated Convertible Note.
3.	New Convertible Note.
4.	Amended and Restated Convertible Note Facility Agreement (incorporated by reference to Exhibit No. 10.1 to the March 2017 Form 8-K).
5.	A&R Stockholder Rights Agreement (incorporated by reference to Exhibit No. 4.2 to the March 2017 Form 8-K).
6.	Registration Rights Agreement (incorporated by reference to Exhibit No. 4.1 to the March 2017 Form 8-K).

CUSIP No. 27888D101 SCHEDULE 13D Page 8 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: March 16, 2017

FIR TREE INC.

/s/ Brian Meyer

Name:  Brian Meyer

Title: General Counsel

CUSIP No. 27888D101 SCHEDULE 13D Page 9 of 9 Pages

Schedule A

The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the Reporting Person (the "Instruction C Persons"). To the best of the Reporting Person's knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any Common Stock or is party to any contract or agreement as would require disclosure in this Schedule 13D.

Name	Position	Citizenship	Present Principal Occupation	Business Address
Jeffrey Tannenbaum	Chairman of the Board	United States	Chairman of the Board of Fir Tree Inc.	55 West 46th Street, 29th Floor, New York, NY 10036
Donald McCarthy	Chief Financial Officer	United States	Chief Financial Officer of Fir Tree Inc.	55 West 46th Street, 29th Floor, New York, NY 10036
David Sultan	Managing Director	United States	Managing Director of Fir Tree Inc.	55 West 46th Street, 29th Floor, New York, NY 10036
Brian Meyer	General Counsel	United States	General Counsel of Fir Tree Inc.	55 West 46th Street, 29th Floor, New York, NY 10036
Martin Towey	Chief Compliance Officer	United States	Chief Compliance Officer	55 West 46th Street, 29th Floor, New York, NY 10036

EX-1

Exhibit 1

Execution Version

PURCHASE, SALE AND ASSIGNMENT AGREEMENT

This Purchase, Sale and Assignment Agreement (this “Agreement”) is entered into as of March 3, 2017, by and among FT SOF VII Holdings, LLC (the “Buyer”), ACM Emerging Markets Master Fund I, L.P. (“Master Fund Seller”), ACM Multi-Strategy Delaware Holding LLC (the “Multi-Strategy Seller” and, together with the Master Fund Seller, the “Sellers”), Eco-Stim Energy Solutions, Inc. (the “Issuer”) and each subsidiary of the Issuer that is a party hereto (together with the Issuer, the “Companies” and each, a “Company”). Each of the Sellers, the Buyer and each Company is a “Party” to this Agreement and collectively are the “Parties” hereto.

W I T N E S S E T H

WHEREAS, (i) Master Fund Seller desires to sell to Buyer, and Buyer desires to purchase from Master Fund Seller, (x) 2,030,436 shares of common stock of the Issuer, par value $0.001 per share (the “Issuer Shares”), and (y) $22,000,000 aggregate principal amount of the Issuer’s 14% convertible secured notes due 2018 issued and outstanding pursuant to that certain Convertible Note Facility Agreement, dated as of May 28, 2014 (as amended by that certain First Amendment to Convertible Note Facility Agreement, dated as of May 28, 2015, the “Convertible Note Facility Agreement”), by and between the Issuer and the Master Fund Seller, as note purchaser (the “Notes”) and (ii) Multi-Strategy Seller desires to sell to Buyer, and Buyer desires to purchase from Multi-Strategy Seller, 1,000 Class C Shares of Eco-Stim Argentina (the “Eco-Stim Argentina Shares” and, together with the Issuer Shares, the “Shares”), in each case of clauses (i) and (ii), subject to certain terms and conditions, including the execution of this Agreement;

WHEREAS, in connection with the Purchase and Sale, each Seller desires to assign and transfer to Buyer, and Buyer desires to receive and accept from each Seller, the Transferred Rights (as defined below), subject to, and in accordance with, the terms and conditions set forth in this Agreement (the “Assignment”); and

WHEREAS, Sellers and Buyer have requested the Companies to acknowledge and confirm the Purchase and Sale, the Assignment and all other transactions contemplated by this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1.Defined Terms; Rules of Construction.

(a)Defined Terms. As used in this Agreement, the following terms shall have the definitions set forth below:

“Benefit Plan Investor” means (a) any employee benefit plan (as defined in section 3(3) of ERISA), that is subject to Title 1 of ERISA, (b) any plan to which Section 4975 of the Internal Revenue Code

applies, including, without limitation, individual retirement accounts and Keogh plans, and (c) any entity, the underlying assets of which include plan assets of a plan described in (a) or (b) above by reason of a plan’s investment in the entity, including without limitation for this purpose, the general account of an insurance company, any of the underlying assets of which constitute “plan assets” under Section 401(c) of ERISA, or a wholly owned subsidiary thereof.

“Business Day” means any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by any Requirement of Law to close.

“Closing Date” means the first Business Day on which each of the conditions set forth in Section 2(a) are satisfied or waived by the Buyer and each of the conditions set forth in Section 2(b) are satisfied or waived by the Sellers.

“Collateral” has the meaning assigned to such term in the Convertible Note Facility Agreement and includes all assets or property of any Company that secures or purportedly secures, or is otherwise collateral for or intended to be collateral for, the Obligations.

“Eco-Stim Argentina” means Eco-Stim Energy Solutions Argentina S.A., a sociedad anonima organized under the laws of the Republic of Argentina.

“Eco-Stim Texas” means EcoStim, Inc., a Texas corporation.

“Equity Interest” means, with respect to any Person, any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity, ownership or profits interests in any Person (however designated, whether voting or nonvoting), in each case, including the foreign equivalent thereof, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity, ownership or profits interest, including debt securities convertible or exchangeable into any such equity, ownership or profits interests, in each case, including the foreign equivalent thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Existing Liens” means the security interests on the Collateral securing the Obligations.

“Governmental Authority” means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“New Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of March 3 2017, by and among the Issuer, the Buyer and the other stockholders named therein.

“Note Documents” means each of the documents, agreements and instruments set forth on Exhibit A.

“Notes Purchase Price” means $24,354,301.37, of which (x) $22,000,000 represents the aggregate principal amount of outstanding Notes as of the Closing Date and (y) $2,354,301.37 represents accrued and unpaid interest on the Notes through, and including, the Closing Date.

“Obligations” has the meaning assigned to such term in the Convertible Note Facility Agreement.

“Original Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of May 28, 2014, by and among the Issuer, the Master Fund Seller and the other stockholders named therein.

“Original Stockholder Rights Agreement” means that certain Stockholder Rights Agreement, dated as of May 28, 2014, by and among the Issuer, the Master Fund Seller and the stockholders named therein.

“Person” means any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“Possessory Collateral” means any Collateral in the possession of the Sellers (or its agents or bailees) or under the control (as defined in the Uniform Commercial Code) of the Sellers, to the extent that possession or control thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction.

“Requirement of Law” means, with respect to any Person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other legal requirements or determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or which such Person or any of its property is subject.

“Share Documents” means each of the documents, agreements and instruments set forth on Exhibit B.

“Shares Purchase Price” means $2,038,045.25.

“Stockholder Rights Agreement” means that certain Stockholder Rights Agreement, dated as of May 28, 2014, by and among the Issuer and the stockholders named therein.

“Transferred Note Rights” means all of each Seller’s right, title and interest in, to or arising under and in connection with the Notes, including (i) all of each Seller’s right, title and interest in, to or arising under, each of the Note Documents and (ii) all claims, suits, causes of action, and others rights of each Seller, whether known or unknown, that in any way are based upon, arise out of, or are related to the Notes and the Note Documents.

“Transferred Rights” means the Transferred Note Rights and the Transferred Share Rights.

“Transferred Share Rights” means all of each Seller’s right, title and interest in, to or arising under and in connection with the Shares, including (i) all of each Seller’s right, title and interest in, to or arising under, each of the Share Documents and (ii) all claims, suits, causes of action, and others rights of each Seller, whether known or unknown, that in any way are based upon, arise out of, or are related to the Shares and the Share Documents. For the avoidance of doubt, the Transferred Share Rights include the Issuer Shares and the Eco-Stim Argentina Shares and all rights of Master Fund Seller as beneficial owner of the Issuer Shares and of Multi- Strategy Fund Seller as beneficial owner of the Eco-Stim Argentina Shares.

“Uniform Commercial Code” or “UCC” means, unless otherwise specified, the Uniform Commercial Code as from time to time in effect in the State of New York.

“Viking Rock AS” means Viking Rock AS, an aksjeselskap incorporated under the laws of the Kingdom of Norway.

“Viking Rock Holdings” means Viking Rock Holding AS, an aksjeselskap incorporated under the laws of the Kingdom of Norway.

(b)Rules of Construction. Unless otherwise specified, references in this Agreement to any Section, clause or subclause refer to such Article, Section, clause or subclause as contained in this Agreement and references to any Exhibit or Schedule refer to such Exhibit or Schedule attached to this Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar import in this Agreement refer to this Agreement as a whole, and not to any particular Section, clause or subclause contained in this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “security interest” and “lien” shall be construed as having the same meaning and effect and to refer to any charge, pledge and/or foreign equivalent of any of the foregoing. The word “cash” shall be construed to mean United States Dollars.

Section 2.Purchase, Sale and Assignment.

(a)Conditions to Performance by Buyer. Upon the satisfaction of the following conditions (or the waiver thereof by Buyer in its sole and absolute discretion), Buyer shall pay to the Sellers on the Closing Date (x) the Share Purchase Price as payment in full for the Transferred Share Rights and (y) the Notes Purchase Price as payment in full for the Transferred Note Rights, in each case of clauses (x) and (y), in cash in immediately available funds pursuant to the Sellers’ wire transfer instructions set forth on Schedule 2(a) hereto:

(i)each of the Parties shall have executed and delivered a counterpart to this Agreement;

(ii)Sellers shall have delivered to Buyer, and Buyer shall have accepted from Sellers, all certificates and instruments listed on Exhibit C;

(iii)each of Ahmad Al-Sati, Lap Wai Chan and Leonel Narea shall have resigned from the Issuer’s board of directors and all sub-committees thereof and David Proman, Andrew Teno and Andrew Colvin shall have been nominated as their respective replacements;

(iv)Master Fund Seller shall have delivered to the transfer agent for the Company’s common stock (the “Transfer Agent”) all physical certificates representing the Issuer Shares, and the Buyer shall have received evidence satisfactory to it that the Issuer Shares shall have been transferred into the name of Buyer’s designated nominee on the books of The Depository Trust Company (the “DTC Transfer”);

(v)all consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person (including NASDAQ), or any contract or agreement applicable to any Company or the Sellers or the Buyer, that are required in connection with the transactions contemplated by this Agreement (including the DTC Transfer) shall have been obtained by each Company and the Buyer and Sellers, as applicable, and shall be in full force and effect;

(vi)all representations and warranties of Sellers contained in this Agreement shall be true and correct in all material respects;

(vii)since September 30, 2016, there shall not have occurred any uninsured loss of, or casualty with respect to, any equipment that is material to the operations of the Companies, taken as a whole;

(viii)Buyer shall have received (i) a copy of Master Fund Seller’s organizational documents, certified as of a recent date by the appropriate governmental official, (ii) signature and incumbency certificates of the officers of Master Fund Seller executing this Agreement and each other Transaction Document, (iii) resolutions of the board of directors or similar governing body of Master Fund Seller approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by its secretary or person serving in a similar capacity as being in full force and effect as of the Closing Date without modification or amendment and (iv) a good standing certificate from the applicable Governmental Authority of Master Fund Seller’s jurisdiction of incorporation, organization or formation;

(ix)the Companies shall be in compliance with all material Requirements of Law, which shall include all reporting requirements of the U.S. Securities and Exchange Commission and the Nasdaq listing requirements; and

(x)Buyer shall have received an executed consent and waiver from each of the parties to the Stockholder Rights Agreement and the Registration Rights Agreement (in each case, other

than the Master Fund Seller) confirming that such party waives any and all defaults, violations and/or other non-compliance by the Master Fund Seller with the Original Stockholder Rights Agreement, including Section 4.04 thereof, and the Original Registration Rights Agreement, including Section 10 thereof, as a result of the consummation of the Purchase and Sale and the Assignment and the entry into the New Registration Rights Agreement (the “Consent and Waiver”), which waivers shall be in form and substance satisfactory to the Buyer and shall be in full force and effect.

(b)Conditions to Performance by Sellers. Upon the satisfaction of the following conditions (or waiver thereof by the Sellers in their sole and absolute discretion), Sellers shall, and hereby does, sell, transfer, assign and convey the Transferred Rights to Buyer on the Closing Date:

(i)each of the Parties shall have executed and delivered a counterpart to this Agreement;

(ii)the Sellers shall have received the Notes Purchase Price and the Shares Purchase Price;

(iii)all consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person (including NASDAQ), or any contract or agreement applicable to each Company or the Sellers or the Buyer, that are required in connection with the transactions contemplated by this Agreement shall have been obtained by such Company and the Sellers, as applicable, and shall be in full force and effect;

(iv)all representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects;

(v)Sellers shall have received (i) a copy of Buyer’s organizational documents, certified as of a recent date by the appropriate governmental official, (ii) signature and incumbency certificates of the officers of Buyer executing this Agreement and each other Transaction Document, (iii) resolutions of the board of directors or similar governing body of Buyer approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by its secretary or person serving in a similar capacity as being in full force and effect as of the Closing Date without modification or amendment and (iv) a good standing certificate from the applicable Governmental Authority of Buyer’s jurisdiction of incorporation, organization or formation; and

(vi)the general counsel of the Issuer shall have delivered an opinion to the Transfer Agent in form and substance reasonably satisfactory to Master Fund Seller confirming that the Issuer Shares can be transferred without restriction under applicable Requirements of Law.

(c)Closing. The closing of the Purchase and Sale and the Assignment, including the delivery of all related documentation required in connection therewith (including the Transaction Documents)  

 (the “Closing”), shall occur at the offices of Stroock & Stroock & Lavan LLP at 10:00 A.M. New York City time on the Closing Date (or such other time that is agreed among the Parties).

 (d)               Effect of Closing Date. Each of the Sellers and the Buyer and each Company hereby acknowledges, confirms and consents to the following on, as of and after the Closing Date:

(i)the Sellers hereby irrevocably assigns and delegates to Buyer, and Buyer hereby accepts, all of the rights, powers (including powers of attorney), benefits, privileges, discretions, and duties and interest in, to and under the Note Documents and the Share Documents, including (A) as “Investor”, “Stockholder”, “Note Purchaser”, “Note Holder”, “Secured Party”, “Pledgee” and/or any other beneficial role or beneficial title that the Sellers hold or maintain thereunder and (B) the Existing Liens and all other rights, discretions, privileges and interests granted to, or in favor of, the Sellers under the Note Documents;

(ii)the each Seller hereby authorizes the Companies and Buyer to, and the Companies authorize Buyer to, prepare, enter into, execute, deliver, record and/or file any and all notices, certificates, instruments, financing statements and/or other documents or agreements and all such filings in respect of any collateral, and assignments, amendments or supplements to any financing statements, mortgages, deeds of trust, security agreements, pledge agreements, intellectual property security agreements, certificates of title or ownership, stock powers, account control agreements, intercreditor agreements or other documents and, in each case, including the foreign equivalent thereof), as Buyer deems necessary or desirable to effect or evidence (of public record or otherwise) the transactions contemplated by this Agreement, and to maintain the validity, perfection, priority, of, or assign to Buyer, the Existing Liens, and the Companies and each Seller hereby agree to execute and deliver any documentation reasonably requested by the Buyer to maintain the validity, perfection or priority of, or assign to the Buyer, the Existing Liens, or to maintain the rights, powers and privileges afforded to the each Seller;

(iii)on and after the Closing Date, to the extent the Existing Liens have not been assigned to the Buyer, (A) each Seller shall be deemed to hold such Existing Liens as collateral representative and sub-agent of the Buyer for the benefit, and on behalf, of the Buyer for the purposes of maintaining the priority and perfection of the Existing Liens and until such time as the Existing Liens have been assigned to the Buyer, (B) each Seller shall follow all instructions given to it by the Buyer with respect to exercising remedies with respect to the Collateral and/or the Existing Liens (including any instruction to credit bid) and with respect to protecting or maintaining the Collateral and/or the Existing Liens until such time as the Existing Liens have been assigned to the Buyer and (C) each Seller shall hold in trust for the benefit of, and promptly turn over to, the Buyer any proceeds of the Collateral and/or in respect of the Existing Liens that is received by each Seller;

(iv)each Seller shall (A) promptly make, or cause to be made, all reasonably requested filings and take all other actions reasonably requested (including the entry into powers of attorney) that are necessary or advisable to maintain the validity, perfection and priority of the Existing Liens in connection with the assignment thereof to the Buyer, (B) execute all documents, agreements or instruments as may be reasonably requested by the Buyer to transfer the rights and privileges of each Seller under the Share Documents and/or the Note Documents to the Buyer and (C) take all other actions reasonably requested by the Buyer to facilitate the transfer of information and the Existing Liens to the Buyer in connection with the Share Documents and/or the Note Documents, including the delivery of any Possessory Collateral not listed on Exhibit C, if any;

(v)each Company hereby (A) agrees that the Existing Liens shall be continuing and in effect as of the Closing Date and are hereby ratified and reaffirmed by such Company, (B) agrees that the Existing Liens are hereby assigned to the Buyer and (C) confirms that all Collateral encumbered by such Existing Liens will continue to secure the payment and performance of the Obligations in accordance with the Note Documents;

(vi)if at any time after the date hereof, each Seller receives any payment or other distribution of cash (including dividends), securities, instruments or other property or proceeds on account of the Transferred Share Rights (each, a “Distribution”), whether or not the Distribution is assignable, each Seller shall (i) accept and hold the Distribution (to the extent received by each Seller) on behalf of and for the sole benefit of Buyer, (ii) have no equitable or beneficial interest in the Distribution and (iii) deliver the Distribution (free of any withholding, setoff, recoupment, or deduction of any kind except as required by law) promptly (but in the case of a cash Distribution, in no event later than three (3) business days after the date on which such Seller receives the Distribution) to Buyer in the same form received and, when necessary or appropriate, with such Seller’s endorsement (without recourse, representation, or warranty), except to the extent prohibited under any applicable law, rule, order or other document governing the transfer of any such Distribution, or use commercially reasonable efforts (at Buyer’s sole expense) to assist Buyer to cause the Distribution to be registered in Buyer’s name, or such name as Buyer may direct in writing, and deliver securities or any non-cash Distribution to Buyer or to such entity as Buyer may direct as soon as practicable; and

(vii)each Party hereby waives any notice requirement under the Share Documents or Note Documents in respect of transactions contemplated by this Agreement.

Section 3.Representations and Warranties of Sellers.

Each Seller hereby represents and warrants to Buyer, as of the date hereof and on the Closing Date, that:

(a)Due Organization and Authority. Such Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, having full right, power and authority to execute and deliver this Agreement and all other documents necessary or desirable to consummate the transactions contemplated hereby (the “Transaction Documents”), as applicable, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b)Authorization and Validity of Agreement. Such Seller has taken all action necessary in order to authorize, execute and deliver this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby. This Agreement and the other Transaction Documents have been duly executed and delivered by such Seller and are valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application).

(c)No Violations, No Conflicts. Such Seller’s authorization, execution, delivery and performance of this Agreement and the other Transaction Documents does not and will not (i) violate any law, rule, regulation or court order to which such Seller is subject or (ii) conflict with or result in a breach of such Seller’s organizational documents, or breach or result in a default under any material agreement to which such Seller is a party or by which such Seller or such Seller’s assets are bound. All consents or approvals required to be obtained, and all notices required to be delivered, by such Seller from or to any Governmental Authority or other Person in connection with such Seller’s authorization, execution, delivery and performance of this Agreement and the other Transaction Documents are set forth on Schedule 3(c), which consents, approvals and notices (x) have already been obtained or given by such Seller and remain in full force and effect as of the date hereof and as of the Closing Date or (y) are required to be obtained, or delivered to, the Issuer.

(d)Accredited Investor; Non-Affiliate. Such Seller is, and has been since it acquired the Shares and the Notes, an “accredited investor” as such term is defined in Rule 501 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).

(e)Independent Investigation; No Reliance. Such Seller has, independently and without reliance on Buyer, the Issuer or any of their respective affiliates, made its own appraisal and decision with respect to the transactions described above, the financial condition, creditworthiness and affairs of the Issuer and each of its affiliates, and the value of the Transferred Rights. Such Seller has had the opportunity to obtain and has obtained all of the information that it has deemed appropriate for the purpose of evaluating its investment in the Transferred Rights, is satisfied with the scope and extent of its investigations and requires no additional information to make an informed decision. Such Seller is a sophisticated investor and has such knowledge and experience in financial and business matters as to be capable of independently evaluating the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby, and is able to bear the risks attendant to the transactions contemplated hereby. Such Seller is dealing with Buyer on a professional arm’s length basis and neither Buyer nor any of its affiliates is acting as fiduciary or advisor to such Seller with respect to this Agreement or the transactions contemplated hereby.

(f)No Proceedings. There are no proceedings pending against such Seller or, to the best of such Seller’s knowledge, threatened against such Seller before any relevant governmental authority that, in the aggregate, will materially and adversely affect (i) the Transferred Rights or (ii) any action taken or to be taken by such Seller under this Agreement or the other Transaction Documents.

(g)Legal and Beneficial Ownership. Such Seller has good and valid title to the Transferred Rights, as applicable, and is the sole legal and beneficial owner of the Transferred Rights, as applicable, free and clear of any mortgage, pledge, security interest, charge, hypothecation, security agreement, security arrangement, encumbrance, lien or other adverse claim against title of any kind, and such Seller shall transfer to Buyer such full and unencumbered ownership of the Transferred Rights it owns. Such Seller has not made any prior assignment, transfer or participation of the Transferred Rights or of any interest therein and has not entered into any agreement (other than this Agreement) or arrangement to do the same. Such Seller has not taken any action that has, or would reasonably be expected to, terminate, impair or invalidate any of the Existing Liens. To the knowledge of such Seller, the Transferred Shares are fully paid and non-assessable. Such Seller has not granted any proxies with respect to the Transferred Share Rights that remain in effect as of such date.

(h)Compliance with Securities Laws. Such Seller acquired the Transferred Rights in private transactions for its own account and without a view toward public resale or other distribution thereof in violation of the Securities Act or any other applicable securities laws, and has not sold or offered, or solicited any offer to buy, the Transferred Rights in a manner which would violate or require registration under the Securities Act or any other applicable securities laws. Neither such Seller nor anyone acting on its behalf has engaged in any general advertising or general solicitation within the meaning of Rule 502(c) under the Securities Act in connection with the offer or sale of the Transferred Rights.

(i)No Broker’s Fee. No broker, finder or other entity acting under the authority of such Seller or any of its affiliates is entitled to any broker’s commission or other fee in connection with its sale of the Transferred Rights for which Buyer could be responsible.

(j)ERISA Representation. Such Seller is not, and is not using assets of, a Benefit Plan Investor or of a governmental, church or non-U.S. plan that is subject to ERISA or any similar Requirement of Law or any entity whose assets are treated as assets of any such plan to own the Notes and the Shares. The holding and sale of any Notes or any interest therein and of the Shares or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code or any similar Requirement of Law. Each term used in this Section 3(j) that is not defined in this Agreement has the meaning assigned thereto in the Convertible Note Facility Agreement

(k)No Distributions. Such Seller has not received Distributions, with respect to the Shares on or since February 7, 2017.

(l)Note Documents. Exhibit A sets forth a true, accurate and complete list of all documents, agreements and instruments relating to the Transferred Note Rights to which such Seller is a party, including all amendments, supplements, waivers or other modifications thereto.

(m)Share Documents. Exhibit B sets forth a true, accurate and complete list of all documents, agreements and instruments relating to the Transferred Share Rights to which such Seller is a party, including all amendments, supplements, waivers or other modifications thereto.

(n)Assignment. The Transferred Notes constitute all indebtedness and liabilities of the Companies that is owed to such Seller or any affiliate thereof. The Transferred Shares constitute all of the Equity Interests held or beneficially owned by such Seller or any affiliate thereof in any of the Companies, including Eco-Stim Argentina. After giving effect to the Closing, as of the Closing Date, no Seller or any affiliate thereof holds or beneficially owns Equity Interests of the Companies, including Eco-Stim Argentina.

(o)No Conversion. Sellers have not taken any action to convert any Transferred Notes into Equity Interests of the Issuer or any other Company.

Section 4.Representations and Warranties of Buyer.

Buyer hereby represents and warrants to Sellers, as of the date hereof and on the Closing Date, that:

(a)Due Organization and Authority. Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation, having full right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b)Authorization and Validity of Agreement. Buyer has taken all action necessary in order to authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and is enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application).

(c)No Violations; No Conflicts. Buyer’s authorization, execution, delivery and performance of this Agreement does not and will not (i) violate any law, rule, regulation or court order to which Buyer is subject, (ii) conflict with or result in a breach of Buyer’s organizational documents, or breach or result in a default under any material agreement to which Buyer is a party or by which Buyer’s assets are bound or (iii) require the consent or approval of, or giving of notice to, any third party or any regulatory authority or governmental authority or agency having jurisdiction over Buyer, other than (A) any such consent or approval that has already been obtained, or notice that has already been given, and remains in full force and effect and (b) consents and approvals required to be given by, and notices required to be delivered to, the Issuer.

(d)Accredited Investor. Buyer is an “accredited investor” as such term is defined in Rule 501 under the Securities Act.

(e)No Registration. Buyer understands and agrees that (i) the transfer of the Shares and the Notes have not been registered under the Securities Act or any state securities law and, assuming the accuracy of each Seller’s representations and warranties set forth in Section 3 hereof, are being transferred to it in transactions exempt from the registration requirements of the Securities Act and applicable state securities laws and (ii) the Shares and the Notes may not be offered or resold except pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an applicable exemption from registration under the Securities Act and applicable state securities laws, or under circumstances where neither such registration nor such an exemption is required by applicable law.

(f)Independent Investigation; No Reliance. Buyer has, independently and without reliance on Sellers, the Issuer or any of their respective affiliates, made its own appraisal and decision with respect to the transactions described above, the financial condition, creditworthiness and affairs of the Issuer and each of its affiliates, and the value of the Transferred Rights. Buyer has had the opportunity to obtain and has obtained all of the information that it has deemed appropriate for the purpose of evaluating its investment in the Transferred Rights, is satisfied with the scope and extent of its investigations and requires no additional information to make an informed decision. Buyer is a sophisticated investor and has such knowledge and experience in financial and business matters as to be capable of independently evaluating the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby, and is able to bear the risks attendant to the transactions contemplated hereby. Buyer is dealing with Sellers on a professional arm’s length basis and neither Sellers nor any of its affiliates is acting as fiduciary or advisor to the Buyer with respect to this Agreement or the transactions contemplated hereby.

(g)No Proceedings. There are no proceedings pending against Buyer or, to the best of Buyer’s knowledge, threatened against Buyer before any relevant governmental authority that, in the aggregate, will materially and adversely affect any action taken or to be taken by Buyer under this Agreement.

(h)Acquisition. Buyer is acquiring the Shares and Notes without a view to, or for resale in connection with, any distribution of, or with any present intention of distributing or selling in connection with any distribution, all or any portion thereof in violation of the Securities Act.

(i)No Broker’s Fee. No broker, finder or other entity acting under the authority of Buyer or any of its affiliates is entitled to any broker’s commission or other fee in connection with its purchase of the Shares and Notes for which Sellers could be responsible.

(j)ERISA Representation. Buyer is not, and is not using assets of, a Benefit Plan Investor or of a governmental, church or non-U.S. plan that is subject to ERISA or any similar Requirement of Law or any entity whose assets are treated as assets of any such plan to purchase the Notes and the Shares. The purchase and holding of any Notes or any interest therein and the acquisition of the Shares or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code or any similar Requirement of Law. Each term used in this Section 4(j) that is not defined in this Agreement has the meaning assigned thereto in the Convertible Note Facility Agreement.

(k)Big-Boy Provision. The Buyer acknowledges and understands that the Sellers may possess material non-public information regarding the Issuer not known to the Buyer that may impact the value of the Shares and Notes, including, without limitation, (i) information received by principals and employees of the Sellers in their capacities as directors, officers, significant stockholders and/or affiliates of the Issuer, (ii) information otherwise received from the Issuer on a confidential basis, and (iii) information received on a privileged basis from the attorneys and financial advisers representing the Issuer and its board of directors (collectively, the “Information”), and that the Sellers are not disclosing the Information to the Buyer. The Buyer understands, based on its experience, the disadvantage to which the Buyer is subject due to the disparity of information between the Sellers and the Buyer. Notwithstanding such disparity, the Buyer has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The Buyer agrees that the Sellers shall have no liability to the Buyer whatsoever due to or in connection with the Sellers’ use or non-disclosure of the Information or otherwise as a result of the transactions contemplated by this Agreement, and the Buyer hereby irrevocably waives any claim that it might have based on the failure of the Sellers to disclose the Information.

Section 5.Representations and Warranties of the Companies. Each Company hereby represents and warrants to Buyer, as of the date hereof and on the Closing Date, that:

(a)Due Organization and Authority. Each Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, having full right, power and authority to execute and deliver this Agreement and each of the other Transaction Documents, as applicable, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b)Authorization and Validity of Agreement. Each Company has taken all action necessary in order to authorize, execute and deliver this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby, as applicable. This Agreement and the other Transaction Documents have been duly executed and delivered by each Company and are valid and binding obligations of such Company, enforceable against such Company in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application).

(c)No Violations, No Conflicts. Each Company’s authorization, execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party does not and will not (i) violate any law, rule, regulation or court order to which such Company is subject or (ii) conflict with or result in a breach of such Company’s organizational documents, or breach or result in a default under any

material agreement to which such Company is a party or by which such Company’s assets are bound. All consents or approvals required to be obtained, and all notices required to be delivered, by each Company from or to any Governmental Authority or other Person in connection with such Company’s authorization, execution, delivery and performance of this Agreement and the other Transaction Documents are set forth on Schedule 5(c), which consents, approvals and notices have already been obtained or given by such Company and remain in full force and effect as of the date hereof and as of the Closing Date.

   (d)No Proceedings. There are no proceedings pending against any Company or, to the best of each Company’s knowledge, threatened against such Company before any relevant Governmental Authority that, in the aggregate, will materially and adversely affect (i) the Transferred Rights or (ii) any action taken or to be taken by Buyer, Sellers or any Company under this Agreement or the other Transaction Documents.

(e)No Broker’s Fee. No broker, finder or other entity acting under the authority of any Company or any of its affiliates is entitled to any broker’s commission or other fee in connection with its sale of the Transferred Rights for which such Company could be responsible.

(f)Note Documents. Exhibit A sets forth a true, accurate and complete list of all documents, agreements and instruments relating to the Transferred Note Rights to which any Company is a party, including all amendments, supplements, waivers or other modifications thereto.

(g)Share Documents. Exhibit B sets forth a true, accurate and complete list of all documents, agreements and instruments relating to the Transferred Share Rights to which any Company is a party, including all amendments, supplements, waivers or other modifications thereto.

(h)Assignment. The assignment of (x) the Transferred Note Rights by Sellers to Buyer complies with the terms of the Note Documents (including Section 9.1B of the Convertible Note Facility Agreement) and (y) the Transferred Share Rights by Sellers to Buyer complies with the terms of the Share Documents (including Section 6.07 of the Stockholder Rights Agreement). The Transferred Notes constitute all indebtedness and liabilities of the Companies that is owed to Sellers or any affiliate thereof. The Transferred Rights include all of the Equity Interests held by Sellers or any affiliate thereof in any of the Companies, including Eco-Stim Argentina.

(i)No Conversion. No Company has taken any action to convert any Transferred Notes into Equity Interests of the Issuer or any other Company.

Section 6.Future Cooperation. Each Party agrees to provide such further notifications and execute such other documents and instruments as may be reasonably requested for the purpose of giving effect to or evidencing the transactions contemplated by this Agreement and the other Transaction Documents.

Section 7.Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns; provided that this Agreement may not be assigned by any Party without the consent of the other Parties hereto.

Section 8.Severability. The provisions of this Agreement are intended to be severable. If any provisions of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or enforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

Section 9.Execution in Counterparts; Amendment. This Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which, taken together, shall constitute a singular agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or email shall be as effective as delivery of an original executed counterpart of this Agreement. This Agreement may be amended or modified only by a written instrument signed by each Party.

Section 10.Governing Law. This Agreement and the other Transaction Documents, and the rights and obligations of the Parties hereunder and thereunder, and any claim, controversy or dispute arising under or in connection herewith or therewith shall be governed by, and construed in accordance with, the laws of the State of New York. Each Party irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the other Transaction Documents or any transaction contemplated hereby or thereby or the actions of the Parties in the negotiation, performance or enforcement hereof. By its execution and delivery of this Agreement, each of the Parties irrevocably and unconditionally agrees that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or any other Transaction Document or any of the transaction contemplated hereby or thereby, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in any federal or state court in the borough of Manhattan, the city of New York, and by execution and delivery of this Agreement, each of the Parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding.

Section 11.Indemnification. Each Party hereto agrees, irrespective of the occurrence of the Closing Date, that if (x) any representation and warranty made by such Party under this Agreement or any other Transaction Document proves to be untrue or incorrect at the time made or (y) such Party breaches, violates or is in default of any covenant contained in this Agreement or any other Transaction Document (each of clauses (x) and (y), a “Breach”), such Party (the “Breaching Party”) shall indemnify and hold harmless each other Party hereto and each of such other Party’s affiliates and such other Party’s and its affiliates’ officers, directors, employees, agents, advisors, legal counsel, consultants, representatives, controlling persons, members and successors and permitted assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses (including, without limitation, reasonable fees and disbursements of counsel) and liabilities (including any actions or other proceedings commenced or threatened in respect thereof),

joint or several, that may be incurred by or asserted or awarded against any Indemnified Person (including, without limitation, in connection with any action, investigation, litigation or proceeding or the preparation or conduct of a defense in connection therewith (whether or not such Indemnified Person is a party to any such action, investigation, litigation or proceeding)), in each case, arising out of or in connection with or by reason of such Breach, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. Each Breaching Party hereby agrees to reimburse each Indemnified Person promptly upon demand for all reasonable and documented legal and other expenses incurred by such Indemnified Person in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to any such investigation, litigation or proceeding to which the indemnity in this Section 11 applies (including, without limitation, in connection with the enforcement of the indemnification obligations set forth herein). No Indemnified Person shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Company or Breaching Party, except for direct damages (as opposed to special, indirect, consequential or punitive damages including, without limitation, any loss of profits, business or anticipated savings) determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct.

Section 12.Costs and Expenses. Each Party to this Agreement shall be responsible for such Party’s own expenses in connection with the transactions contemplated hereunder and this Agreement; provided that (i) the Issuer shall be required to pay or reimburse the cost of any opinion of counsel that the Issuer requires in connection with the transactions contemplated by this Agreement and (ii) with respect to the Issuer and the Buyer only, the provisions of this Section 12 shall be subject to any expense reimbursement agreement between the Issuer and the Buyer as in effect on the date hereof.

Section 13.Entire Agreement. This Agreement, together with the other Transaction Documents, represents the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, if any, relating to the subject matter contemplated herein.

Section 14.Survival. The provisions of this Agreement relating to representations, warranties, covenants, costs and expenses, amendments, indemnification, governing law, waiver of jury trial and jurisdiction shall survive the expiration and termination of this Agreement and/or the Closing.

Section 15.Notices. All notices, requests, demands and other communications to any Party given under this Agreement shall be in writing, hand delivered or sent by overnight courier, electronic transmission or telecopier (with confirmation received) to such Party at the address, electronic mail address or telecopy number specified for such Party on Schedule 15 hereto, or at such other address, electronic mail address or telecopy number as such Party may subsequently request in writing. All notices, requests, demands and other communications will be deemed delivered when actually received.

[Remainder of page left blank intentionally]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its authorized signatory as of the date first written above.

ACM EMERGING MARKETS MASTER FUND I, L.P., acting through ALBRIGHT CAPITAL MANAGEMENT LLC, its general partner, as Seller
By:	/s/ Gregory B. Bowes
	Name:  Gregory B. Bowes
	Title:  Managing Principal

ACM MULTl-STRATEGY DELAWARE HOLDING LLC
By:	/s/ Nelson Oliveira
	Name:  Nelson Oliveira
	Title:  Manager

FT SOF VII HOLDINGS, LLC, as Buyer
By:	/s/ Brian Meyer
	Name:  Brian Meyer
	Title:  Authorized Person

COMPANIES
ECO-STIM ENERGY SOLUTIONS, INC.
By:	/s/ Alexander Nickolatos
	Name:  Alexander Nickolatos
	Title:  CFO
ECOSTIM, INC.
By:	/s/ Alexander Nickolatos
	Name:  Alexander Nickolatos
	Title:  CFO
ECO-STIM ENERGY SOLUTIONS ARGENTINA S.A.
By:	/s/ Carlos A. Fernandez
	Name:  Carlos A. Fernandez
	Title:  Chairman
VIKING ROCK AS
By:	/s/ Jon Christopher Boswell
	Name:  Jon Christopher Boswell
	Title:  Chairman
VIKING ROCK HOLDING AS
By:	/s/ Jon Christopher Boswell
	Name:  Jon Christopher Boswell
	Title:  Chairman

ECO-STIM ENERGY SOLUTIONS ARGENTINA S.A.
By:	/s/ Ernesto Oscar Sotomayor
	Name:  Ernesto Oscar Sotomayor
	Title:  Regular Director

SCHEDULE 2(a)

Wire Instructions

SCHEDULE 3(c)

Seller Consents

None.

SCHEDULE 5(c)

Company Consents

None.

SCHEDULE 15

Notice Information

EXHIBIT A

NOTE DOCUMENTS

(1) Convertible Note Facility Agreement dated as of May 28, 2014 by and between the Issuer and the Seller

(2) First Amendment to Convertible Note Facility Agreement, dated as of May 28, 2015, by and between the Issuer and the Seller

(3) Convertible Promissory Note dated May 28, 2014 between the Issuer and the Seller, as the Payee in the amount of $22,000,000

(4) Security and Guaranty Agreement dated as of May 28, 2014 by and among the Issuer Viking Rock Holding, Viking Rock AS and Seller, as the Secured Party

(5) Security Agreement dated May 28, 2014 between Viking Rock Holding, as Pledgor and Seller, as Pledgee

(6) Security Agreement dated May 28, 2014 between Viking Rock AS, as Pledgor and Seller, as Pledgee

(7) Share Pledge Agreement dated May 28, 2014 by and between the Issuer, as Pledgor, and the Seller, as Pledgee for 100% of the shares of Viking Rock Holding

(8) Share Pledge Agreement dated May 28, 2014 by and between Viking Rock Holding, as Pledgor, and the Seller, as Pledgee, for 100% of the shares of Viking Rock

(9) Viking Intercompany Note dated as of May 28, 2014 by and between Viking Rock AS, as Payor, and Issuer, as Payee

(10) Shares Pledge Agreement dated as of May 28, 2014 by and between Issuer and Seller for 65% of the shares of Eco-Stim Argentina, together with the Acceptance Letter

(11) Share Purchase Agreement dated May 14, 2014 between Ernesto Oscar Sotomayor and Maria Alejandra Suarez, as the Sellers, and Issuer for 100% of the shares of Tango Rock S.A.

(12) Well Stimulation Asset Package Rental Agreement dated as of May 27, 2014 by and between Viking Rock and Eco-Stim Argentina

(13) Well Stimulation Support Package Rental Agreement dated as of May 27, 2014 by and between Viking Rock and Eco-Stim Argentina

(14) Parent Company Guarantee dated as of May 28, 2014 by Eco-Stim Energy Services, Inc., in favor of Viking Rock

(15) Service Agreement dated May 22, 2014 by and between Medanito S.A. and Eco-Stim Argentina

(16) Assignment and Assumption Agreement dated May 28, 2014 by and between Eco-Stim Argentina and Viking Rock assigning the rights and obligations under the Purchase Agreement dated May 14, 2014 by and between Eco-Stim Argentina and QM Equipment SA

(17) General Terms & Conditions of Purchase Option dated May 14, 2014 by and between QME USA, LLC and the Issuer

(18) Assignment and Assumption Agreement dated May 28, 2014 by and between Issuer and Viking Rock assigning the rights and obligations under the Purchase Order dated January 8, 2014 between Issuer and Stewart & Stevenson Manufacturing Technologies LLC

(19) Purchase Order dated January 8, 2014 between Issuer and Stewart & Stevenson Manufacturing Technologies LLC

(20) Bill of Sale of Equipment dated May 28, 2014 between SageRider, Inc. and Viking Rock

(21) Exclusive Sales Agreement dated April 30, 2014 between Fotech Oil & Gas Solutions Limited and Issuer

(22) Share Certificate No. 003 of the Issuer dated May 9, 2014 and Irrevocable Stock Power for Eco-Stim Texas, executed in blank

(23) Share Certifcates No. 5 and No. 6 of Eco-Stim Argentina dated May 28, 2014 (in Spanish)

(24) Share Certificates Nos. 1-4 of Tango Rock S.A. (in Spanish)

(25) UCC-1 Financing Statement of the Issuer as Debtor and the Seller as the Secured Party

(26) UCC-1 Financing Statement of Eco-Stim Texas as Debtor and the Seller as the Secured Party

(27) UCC-1 Financing Statement of Viking Rock Holding as Debtor and the Seller as the Secured Party

(28) UCC-1 Financing Statement of Viking Rock AS as Debtor and the Seller as the Secured Party

(29) Release Undertaking by the Seller dated May 25, 2014

(30) Acknowledgement of Pledge of Bank Accounts from Sparebanken Møre to the Seller with respect to Viking Rock Holding dated May 30, 2014

(31) Certificate of Insurance dated May 27, 2014 with the Seller and Albright Capital Management, LLC as the certificate holder

(32) Shareholders Agreement dated November 30, 2016 by and among the Issuer, Eco-Stim Texas and ACM Multi-Strategy Delaware Holdings LLC, a subsidiary of the Seller

(33) Power of Attorney on behalf of Carlos Alberto Fernandez dated December 6, 2016

(34) Power of Attorney on behalf of Jon Christopher Boswell dated November 30, 2016

(35) Notice of Pledge from the Issuer to Viking Rock Holding dated May 28, 2014

(36) Notice of Pledge from Viking Rock Holding to Viking Rock AS dated May 28, 2014

(37) Notice of Pledge of Rental Agreement Claims and Rental Guarantee Claims from Viking Rock AS to Eco-Stim Argentina and the Issuer dated May 28, 2014

(38) Notice from Viking Rock AS to Sparebanken Møre dated May 28, 2014

(39) Acknowledgement of Pledge of Bank Accounts from Sparebanken Møre to the Seller with respect to Viking Rock AS dated May 30, 2014

(40) Notice from Viking Rock Holding to Sparebanken Møre dated May 28, 2014

(41) Acknowledgement of Pledge of Bank Accounts from Sparebanken Møre to the Seller with respect to Viking Rock Holding dated May 30, 2014

(42) The following waivers:

Date	CNA Section(s)	Reason for Waiver
11/11/14	6.7A	Use of second draw to purchase (not lease) Argentine assets and partial
1/21/15	1.1 & 7.12	Change of statutory accountant in Norway
2/2/15	7.1, 7.2 & 8.2	Installment purchase of Green Field equipment & assoc. liens
12/16/15	7.9(iii)	Repurchase of shares for 6 months, ltd. to $250,00 in 2015
2/11/16	7.13, 8.1D & 8.2	EBIDTA/lease payment coverage ratio for FY 2015
7/25/2016	6.20(A)(z); 8.2	U.S. cash balance below $3 million—deferred until 6/30/17
8/31/16	7.1, 7.2, 8.1D & 8.2	Installment purchase of tractors in Argentina
11/29/16	7.1, 7.2, 8.1D, 8.2 & 9.4	Incurrence of $2 million of secured debt; release of liens on turbine-powered frac units

EXHIBIT B

SHARE DOCUMENTS

(1) Securities Purchase Option Agreement dated May 28, 2014 by and among the Issuer and the Seller for the right to purchase 1,333,333 of Issuer’s shares

(2) Registration Rights Agreement dated as of May 28, 2014, by and among the Issuer, the Seller, and Jon Christopher Boswell, Mark Stevenson, Carlos Fernandez, Alexander Nickolatos, Craig Murrin, Bobby Chapman and Miguel DiVincenzo, as the Management Stockholders

(3) Stockholder Rights Agreement dated as of May 28, 2014 among the Issuer, as the Company, the Seller, as the Investor, and Jon Christopher Boswell, Mark Stevenson, Carlos Fernandez, Alexander Nickolatos, Craig Murrin, Bobby Chapman and Miguel DiVincenzo, as the Management Stockholders

(4) Spousal Consents to the Stockholder Rights Agreement, dated on or before May 28, 2014

(5) The following waivers:

Date	CNA Section(s)	Reason for Waiver
11/12/2014	3(a) Rights Agreement	Waiver of 10 day notice
2/6/15	3.01(f)	Waiver of 40% ROFO re 2015 public offerings
7/13/2016	3.01(f)	Waiver of 40% ROFO re 375k of shares
8/31/16	3.01 & 8.2	Waiver of 40% ROFO re. $5,801,796 ATM offering
8/31/16	7.1, 7.2, 8.1D & 8.2	Installment purchase of tractors in Argentina
11/29/16	7.1, 7.2, 8.1D, 8.2 & 9.4	Incurrence of $2 million of secured debt; release of liens on turbine-powered frac units

EXHIBIT C

PHYSICAL DELIVERABLES

(1) Share Certificate No. 003 of Eco-Stim Texas dated May 9, 2014 and Irrevocable Stock Power for Eco-Stim Texas, executed in blank

(2) Share Certificates No. 5 and No. 6 of Eco-Stim Argentina dated May 28, 2014 (in Spanish)

(3) Convertible Promissory Note dated May 28, 2014 made by the Issuer to the Seller as the Payee in the amount of $22,000,000

(4) Viking Intercompany Note dated as of May 28, 2014 by and between Viking Rock AS, as Payor, and Issuer, as Payee

EX-99

Exhibit 2

 Execution Version

ECO-STIM ENERGY SOLUTIONS, INC.

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE AND THE EQUITY SECURITIES ISSUABLE UPON CONVERSION OF THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS IS AVAILABLE THEREUNDER. THE SALE, ASSIGNMENT, TRANSFER, NEGOTIATION OR PLEDGE OF THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE, OR ANY PORTION HEREOF OR INTEREST HEREIN, IS ALSO SUBJECT TO CERTAIN RESTRICTIONS SET FORTH HEREIN.

$22,000,000 New York, New York March 3, 2017

FOR VALUE RECEIVED, ECO-STIM ENERGY SOLUTIONS, INC., a Nevada corporation (the “Issuer”), promises to pay to FT SOF VII HOLDINGS, LLC, a Delaware limited liability company (the “Payee”), or its registered assigns the principal amount of TWENTY-TWO MILLION DOLLARS ($22,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount of all Advances made by the Payee to the Issuer pursuant to the Convertible Note Agreement hereinafter referenced). The principal amount of this note (this “Note”) shall be payable at the times and in the amounts specified in the Convertible Note Agreement referenced below, and the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.

1.The Issuer also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Convertible Note Facility Agreement, dated as of March 3, 2017, by and between the Issuer and the Payee, as the Note Purchaser (as it may be amended, restated, supplemented or otherwise modified from time to time, being the “Convertible Note Agreement”). Each term used herein but not defined shall have the meaning assigned to such term in the Convertible Note Agreement.

2.This Note is one of the Issuer’s “Initial Notes” under the Convertible Note Agreement, is issued pursuant to and entitled to the benefits of the Convertible Note Agreement and is secured by the Collateral. Reference is made to the Convertible Note Agreement for a more complete statement of the terms and conditions under which this Note evidenced hereby was made and is to be repaid.

3.Unless this Note is earlier converted in accordance with Section 7 hereof, all payments of principal and interest in respect of this Note shall be made in Dollars in immediately available funds to the Payee by crediting before 12:00 noon (New York City time), on the applicable payment date, through wire transfer, to the account of the Payee identified in accordance with the Payment Instructions set forth in Section 3.5B to the Convertible Note Agreement or at such other account as shall be designated in writing by the Payee for such purpose in accordance with the terms of the Convertible Note Agreement.

4.Whenever any payment on this Note shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note.

5.This Note may not be prepaid except as may be permitted by the Convertible Note Agreement.

6.The principal amount of this Note and any payments and prepayments made by the Issuer shall be recorded by the Payee on its books and on Schedule 1, and the Payee may also attach schedules to this Note and endorse thereon the date, amount, maturity, all payments made and conversions of principal amounts on this Note; provided that any failure of the Payee to make any such recordation or endorsement shall not affect the obligations of the Issuer under this Note.

7.(a)  Subject to the next sentence, on the second Business Day (such second Business Day, the “Note Conversion Date”) after the Issuer notifies the Payee in writing that the Issuer has received approval of the Note Conversion at the Stockholder Meeting by affirmative vote of holders of a majority of the Issuer’s outstanding common stock not held by the Payee or its Affiliates and all other Required Consents, if the average closing price per share of the Common Stock as quoted by The Nasdaq Stock Market for the last five consecutive trading days ending on the last Business Day immediately prior the Proxy Filing Date (the “Average Market Price”) is at least $0.75, this Note plus all interest that has come due on or prior to the Note Conversion Date in respect of this Note in accordance with the terms of the Convertible Note Agreement shall convert into Shares at the Note Conversion Rate. Notwithstanding the foregoing, unless the Note Holder has previously consented to such conversion in writing, this Note shall not be converted into Shares pursuant to this paragraph if (i) a Note Conversion Suspension Event has occurred, or (ii) the Issuer does not deliver to the Payee, on the scheduled Note Conversion Date, (A) a certificate of the Issuer’s chief executive officer or chief financial officer confirming the accuracy of the representations of the Issuer made in the Convertible Note Agreement and that no Event of Default has occurred and is continuing under the Convertible Note Agreement, and (B) an opinion of counsel of Vinson & Elkins LLP reasonably acceptable to the Payee stating that the shares being issued upon conversion will, upon such issuance, be fully paid and nonassessable shares of common stock of the Issuer and will have been issued in compliance with all applicable Laws and not in contravention of the terms of any agreement to which the Issuer is a party. If this Note is not converted on the Note Conversion Date in accordance with this paragraph, this Note shall remain outstanding and continue to accrue interest thereafter until the Maturity Date in accordance with their terms. The initial “Note Conversion Rate” is 714.2857142857143 Shares per $1,000 principal amount of this Note. The

Note Conversion Rate shall be subject to adjustment as provided in Section 8. If this Note is converted on the Note Conversion Date:

(i)the Payee shall record the principal amount so converted on its books and on Schedule 1;

(ii)the Payee shall be deemed to be the record holder of the number of fully paid and non-assessable Shares determined in accordance with this Section 7;

(iii)appropriate entries evidencing such ownership shall be made in the Issuer’s books and records; and

(iv)the Issuer shall, on the Note Conversion Date, deliver to the Payee a certificate or certificates for the number of Shares to which the Payee is entitled.

(b)No fractional Share shall be issuable upon conversion.

(c)All principal (and interest that has come due thereon on or prior to the Note Conversion Date) that is converted into the Shares pursuant to this Section 7 will no longer be outstanding or due and payable from the Issuer and all principal and accrued and unpaid interest thereon will be deemed to have been fully paid and satisfied on the Note Conversion Date and the Issuer shall thereafter have no further obligation or liability with respect to such principal and interest.

8.Adjustment of Note Conversion Rate. The “Note Conversion Rate” is subject to adjustment prior to the Note Conversion Date as provided in this Section 8. The Note Conversion Rate shall be subject to adjustments, calculated by the Issuer, from time to time as follows:

(a)In case the Issuer shall hereafter pay a dividend or make a distribution to all holders of outstanding Common Stock in Common Stock, the Note Conversion Rate in effect at the opening of business on the date following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be increased by multiplying such Note Conversion Rate by a fraction:

(i)the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the record date fixed for such determination and the total number of shares constituting such dividend or other distribution; and

(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date fixed for such determination.

Such increase shall become effective immediately after the opening of business on the Business Day following the record date. If any dividend or distribution of the type described in this Section 8(a) is declared but not so paid or made, the Note Conversion Rate shall again be adjusted to the Note Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

(b)In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Note Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and

conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Note Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced. In each such case, the Note Conversion Rate shall be adjusted by multiplying such Note Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination. Such reduction or increase, as the case may be, shall become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(c)In case the Issuer shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price per share of Common Stock on the record date fixed for the determination of shareholders entitled to receive such rights or warrants, the Note Conversion Rate shall be adjusted so that the same shall equal the price determined by multiplying the Note Conversion Rate in effect at the opening of business on the date after such record date by a fraction:

(i)the numerator of which shall be the number of shares of Common Stock outstanding on the close of business on the record date plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible) at such below Current Market Price, and

(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate Conversion Price of the convertible securities so offered) would purchase at such Current Market Price.

Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after the opening of business on the day following the record date fixed for determination of shareholders entitled to receive such rights or warrants. To the extent that shares of Common Stock (or securities convertible into shares of Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants the Note Conversion Rate shall be readjusted to the Note Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Note Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such date fixed for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.

(d)In case the Issuer shall, by dividend or otherwise, distribute to all holders of its shares of Common Stock of any class of capital stock of the Issuer (other than any dividends or distributions to which Section 8(a) applies) or evidences of its indebtedness or other assets, including securities, but excluding, (1) any rights or warrants referred to in Section 8(c), (2) any dividends or distributions in connection with a reclassification, change of the Issuer’s shares of Common Stock, merger, consolidation, statutory share exchange, combination, sale or conveyance, and (3) dividends and distributions paid exclusively in cash referred to in Section 8(e) (the securities described in foregoing clauses (1), (2) and (3) hereinafter in this Section 8(d) called the “excluded securities”), then, in each such case, subject to the second succeeding paragraph of this Section 8(d), the Note Conversion Rate shall be adjusted so that the same shall be equal to the price determined by multiplying the Note Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction:

(i)the numerator of which shall be such Current Market Price per share of Common Stock on the record date, and

(ii)the denominator of which shall be the Current Market Price per share of Common Stock on such date, less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a board resolution) on such date of the portion of the securities, evidences of indebtedness or other assets so distributed (other than excluded securities) applicable to one share of Common Stock (determined on the basis of the number of shares of shares of Common Stock outstanding on the record date).

Such increase shall become effective immediately prior to the opening of business on the day following the record date. However, in the event that the then fair market value (as so determined) of the portion of the securities, evidences of indebtedness or other assets so distributed (other than excluded securities) applicable to one share of Common Stock is equal to or greater than the Current Market Price on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Note Holder shall have the right to receive upon conversion of this Note the amount of securities, evidences of indebtedness or other assets so distributed (other than excluded securities) that such Note Holder would have received had such Note Holder converted this Note immediately prior to such record date. In the event that such dividend or distribution is not so paid or made, the Note Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

If the Board of Directors determines the fair market value of any distribution for purposes of this Section 8(d) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution (other than excluded securities), it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price pursuant to Section 8(g) to the extent possible, unless the Board of Directors in a board resolution determines in good faith that determining the fair market value during the Reference Period would not be in the best interests of the Note Holder.

For purposes of Sections 8(a) through 8(d), any dividend or distribution to which this Section 8(d) is applicable that also includes share of Common Stock, a subdivision or combination of share of Common Stock to which Section 8(b) applies, or rights or warrants to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) to which Section 8(c) applies (or any combination thereof), shall be deemed instead to be:

(1)a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants other than such share of Common Stock, such subdivision or combination or such rights or warrants to which Sections 8(a) through 8(c) apply, respectively (and any Note Conversion Rate increase required by this Section 8(d) with respect to such dividend or distribution shall then be made), immediately followed by:

(2)a dividend or distribution of such share of Common Stock, such subdivision or combination or such rights or warrants (and any further Note Conversion Rate increase required by Sections 8(a) through 8(c) with respect to such dividend or distribution shall then be made), except:

(A)the record date of such dividend or distribution shall be substituted as (x) “the date fixed for the determination of shareholders entitled to receive such dividend or other distribution”, “record date fixed for such determinations” and “record date” within the meaning of Section 8(a), (y) “the day upon which such subdivision becomes effective” and “the day upon which such combination becomes effective” within the meaning of Section 8(b), and (z) as “the date fixed for the determination of shareholders entitled to receive such rights or warrants”, “the record date fixed for the determination of the shareholders entitled to receive such rights or warrants” and such “record date” within the meaning of Section 8(c), and

(B)any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination” within the meaning of Section 8(a) and any increase or reduction in the number of shares of Common Stock resulting from such subdivision or combination shall be disregarded in connection with such dividend or distribution.

(e)In case the Issuer shall, by dividend or otherwise, distribute to all holders of its shares of Common Stock, cash, then and in each such case, immediately after the close of business on such date, the Note Conversion Rate shall be increased so that the same shall equal the price determined by multiplying the Note Conversion Rate in effect immediately prior to the close of business on such record date by a fraction:

(i)the numerator of which shall be equal to the Current Market Price on such record date, and

(ii) the denominator of which shall be equal to the Current Market Price on the record date less an amount equal to the quotient of (x) the aggregate amount of the cash distributed and (y) the number of shares of Common Stock outstanding on the record date.

In the event that such dividend or distribution is not so paid or made, the Note Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

(f)In case the Issuer or any of its Subsidiaries pays holders of the shares of Common Stock in respect of a tender offer or exchange offer, other than an odd-lot offer, by the Issuer or any of its Subsidiaries for shares of Common Stock to the extent that the cash and fair market value of any other consideration included in the payment per share of Common Stock exceeds the Sale Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (the “Expiration Time”), then, and in each such case, the Note Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Note Conversion Rate in effect immediately prior to close of business on the date of the Expiration Time by a fraction:

(i)the numerator of which shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to shareholders based on the acceptance (up to any maximum specified in the terms of the tender offer or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the Sale Price of the shares of Common Stock on the Trading Day next succeeding the Expiration Time, and

(ii)the denominator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Sale Price of the shares of Common Stock on the Trading Day next succeeding the Expiration Time.

Such increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Issuer is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Issuer is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Note Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made.

(g)For purposes of this Section 8, the following terms shall have the meanings indicated:

“Current Market Price” shall mean the average of the daily Sale Prices per share of Common Stock for the ten consecutive Trading Days ending not later than the earlier of the date immediately prior to the date in question and the day before the “ex” date with respect to the issuance, distribution, subdivision or combination requiring such computation. If another issuance, distribution, subdivision or combination to which Section 8 applies occurs during the period applicable for calculating “Current Market Price” pursuant to the preceding definition, then “Current Market Price” shall be appropriately adjusted to reflect the impact of such

issuance, distribution, subdivision or combination on the Sale Price of the share of Common Stock during such period. For purposes of this paragraph, the term “ex” date, when used:

(A)with respect to any issuance or distribution, means the first date on which the shares of Common Stock trades regular way on the relevant exchange or in the relevant market from which the Sale Price was obtained without the right to receive such issuance or distribution;

(B)with respect to any subdivision or combination of shares of Common Stock, means the first date on which the shares of Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective, and

(C)with respect to any tender or exchange offer, means the first date on which the shares of Common Stock trades regular way on such exchange or in such market after the Expiration Time of such offer.

Notwithstanding the foregoing, whenever successive adjustments to the Note Conversion Rate are called for pursuant to this Section 8, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 8 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

(2)“fair market value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s length transaction.

(3) “record date” shall mean for purposes of this Section 8, with respect to any dividend, distribution or other transaction or event in which the holders of shares of Common Stock have the right to receive any cash, securities or other property or in which the shares of Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(4) “Sale Price” as of any date means the closing per share sale price (or if no closing sale price is reported, the average of the bid price and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on the Nasdaq Stock Market.

(h)The Issuer may make such increases in the Note Conversion Rate, in addition to those required by any of Sections 8(a) through (f), as the Board of Directors considers to be advisable to avoid or diminish any income Tax to holders of shares of Common Stock or rights to purchase shares of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income Tax purposes.

(i)All calculations under this Section 8 shall be made by the Issuer and shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be. No adjustment need be made for a change in the par value or no par value of the shares of Common

Stock. No adjustment in the Note Conversion Rate shall be required if the holders of this Note participate in the transactions that would otherwise lead to an adjustment in the Note Conversion Rate pursuant to this Section 8.

(j)For purposes of this Section 8, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Issuer. The Issuer will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Issuer.

9.THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE ISSUER AND THE PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

10.Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Convertible Note Agreement.

11.The terms of this Note are subject to amendment only in the manner provided in the Convertible Note Agreement.

12.This Note is subject to restrictions on transfer or assignment as provided in the Convertible Note Agreement.

13.No reference herein to the Convertible Note Agreement and no provision of this Note or the Convertible Note Agreement shall alter or impair the obligations of the Issuer, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

14.This Note is a registered Note and, as provided in Section 9.1C of the Convertible Note Agreement, upon surrender of any Note at the principal office of the Issuer for registration of transfer or exchange (for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices and payment instructions of each transferee of such Note or part thereof and a representation by each such transferee that such transferee is a Permitted Transferee), the Issuer shall execute and deliver, at the Issuer’s expense, one or more new notes (as requested by the holder thereof) in the form of this Note in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Prior to the due presentment for registration and transfer, the Issuer may treat the person in whose name this Note is registered as the Holder and the owner of this Note for the purpose of receiving payment and for all other purposes of this Note and the Convertible Note Agreement. Notwithstanding anything to the contrary herein, the right to receive payments of interest and principal under this Note shall be transferable only upon surrender for cancellation

of this Note, and the issuance of a new Note registered in the name of the transferee. In addition, the Issuer shall maintain a register in which it shall record the name of the Holder or any transferee, and no transfer shall be valid unless so registered.

15.The Issuer promises to pay all costs and expenses, including attorneys’ fees, all as provided in the Convertible Note Agreement, incurred in the collection and enforcement of this Note, to the extent required by Section 9.2 of the Convertible Note Agreement. The Issuer and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by Law, the right to plead any statute of limitations as a defense to any demand hereunder.

16.The effect of this Note is to amend and restate that certain $22.0 million Convertible Promissory Note issued by the Issuer on May 28, 2014 (the “Original Note”) to ACM, which Original Note was subsequently assigned to the Note Purchaser pursuant to the Purchase, Sale and Assignment Agreement. This Note shall constitute a renewal, extension and modification of the terms of the Original Note and evidences the same indebtedness that existed under the Original Note. To the extent that any rights, benefits or provisions in favor of Payee existed in the Original Note as of the date hereof, then such rights, benefits or provisions are acknowledged to be and to continue to be effective from and after the date of the Original Note. The Issuer and the Payee agree and acknowledge that any and all rights, remedies and payment provisions under the Original Note, as hereby amended and restated, shall continue and survive the execution and delivery of this Note. The Issuer and the Payee further agree and acknowledge that any and all amounts owing or otherwise due under or pursuant to the Original Note immediately prior to the effectiveness of this Note shall be owing and otherwise due pursuant to this Note. All references to the Original Note in any agreement, instrument or document executed or delivered in connection herewith or therewith shall be deemed to refer to this Note, as the same may be amended, restated, supplemented or otherwise modified from time to time.

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed and delivered by its respective duly authorized officers as of the date and at the place first written above.

ECO-STIM ENERGY SOLUTIONS, INC. a Nevada corporation
By:	/s/ Alexander Nickolatos
Name:	Alexander Nickolatos
Title:	CFO

ESES – Amended and Restated Convertible Promissory Note

SCHEDULE 1

to Amended and Restated Convertible Promissory Note

No.	Date	Amount of Principal Advanced	Amount of Principal Paid, Prepaid or Converted	Balance of Principal	Notation Made By
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Exhibit I-2-1

EX-99

Exhibit 3

Execution Version

ECO-STIM ENERGY SOLUTIONS, INC.

CONVERTIBLE PROMISSORY NOTE

THIS CONVERTIBLE PROMISSORY NOTE AND THE EQUITY SECURITIES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS IS AVAILABLE THEREUNDER. THE SALE, ASSIGNMENT, TRANSFER, NEGOTIATION OR PLEDGE OF THIS CONVERTIBLE PROMISSORY NOTE, OR ANY PORTION HEREOF OR INTEREST HEREIN, IS ALSO SUBJECT TO CERTAIN RESTRICTIONS SET FORTH HEREIN.

$19,354,301.37 New York, New York March 3, 2017

FOR VALUE RECEIVED, ECO-STIM ENERGY SOLUTIONS, INC., a Nevada corporation (the “Issuer”), promises to pay to FT SOF VII HOLDINGS, LLC, a Delaware limited liability company (the “Payee”), or its registered assigns the principal amount of NINETEEN MILLION THREE HUNDRED AND FIFTY-FOUR THOUSAND THREE HUNDRED AND ONE DOLLARS AND THIRTY-SEVEN CENTS ($19,354,301.37) (or such lesser amount as shall equal the aggregate unpaid principal amount of all Advances made by the Payee to the Issuer pursuant to the Convertible Note Agreement hereinafter referenced). The principal amount of this note (this “Note”) shall be payable at the times and in the amounts specified in the Convertible Note Agreement referenced below, and the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.

1.The Issuer also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Convertible Note Facility Agreement, dated as of March 3, 2017, by and between the Issuer and the Payee, as the Note Purchaser (as it may be amended, restated, supplemented or otherwise modified from time to time, being the “Convertible Note Agreement”). Each term used herein but not defined shall have the meaning assigned to such term in the Convertible Note Agreement.

2.This Note is one of the Issuer’s “Additional Notes” under the Convertible Note Agreement, is issued pursuant to and entitled to the benefits of the Convertible Note Agreement and is secured by the Collateral. Reference is made to the Convertible Note Agreement for a

more complete statement of the terms and conditions under which this Note evidenced hereby was made and is to be repaid.

3.Unless this Note is earlier converted in accordance with Section 7 hereof, all payments of principal and interest in respect of this Note shall be made in Dollars in immediately available funds to the Payee by crediting before 12:00 noon (New York City time), on the applicable payment date, through wire transfer, to the account of the Payee identified in accordance with the Payment Instructions set forth in Section 3.5B to the Convertible Note Agreement or at such other account as shall be designated in writing by the Payee for such purpose in accordance with the terms of the Convertible Note Agreement.

4.Whenever any payment on this Note shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note.

5.This Note may not be prepaid except as may be permitted by the Convertible Note Agreement.

6.The principal amount of this Note and any payments and prepayments made by the Issuer shall be recorded by the Payee on its books and on Schedule 1, and the Payee may also attach schedules to this Note and endorse thereon the date, amount, maturity, all payments made and conversions of principal amounts on this Note; provided that any failure of the Payee to make any such recordation or endorsement shall not affect the obligations of the Issuer under this Note.

7.(a)  Subject to the next sentence, on the second Business Day (such second Business Day, the Note Conversion Date”) after the Issuer notifies the Payee in writing that the Issuer has received approval of the Note Conversion at the Stockholder Meeting by affirmative vote of holders of a majority of the Issuer’s outstanding common stock not held by the Payee or its Affiliates and all other Required Consents, this Note plus all interest that has come due on or prior to the Note Conversion Date in respect of this Note in accordance with the terms of the Convertible Note Agreement shall convert into Shares at the Note Conversion Rate. Notwithstanding the foregoing, unless the Note Holder has previously consented to such conversion in writing, this Note shall not be converted into Shares pursuant to this paragraph if (i) a Note Conversion Suspension Event has occurred, or (ii) the Issuer does not deliver to the Payee, on the scheduled Note Conversion Date, (A) a certificate of the Issuer’s chief executive officer or chief financial officer confirming the accuracy of the representations of the Issuer made in the Convertible Note Agreement and that no Event of Default has occurred and is continuing under the Convertible Note Agreement, and (B) an opinion of counsel of Vinson & Elkins LLP reasonably acceptable to the Payee stating that the shares being issued upon conversion will, upon such issuance, be fully paid and nonassessable shares of common stock of the Issuer and will have been issued in compliance with all applicable Laws and not in contravention of the terms of any agreement to which the Issuer is a party. If this Note is not converted on the Note Conversion Date in accordance with this paragraph, this Note shall remain outstanding and continue to accrue interest thereafter until the Maturity Date in accordance with their terms. The initial “Note Conversion Rate” is 714.2857142857143 Shares per $1,000

principal amount of this Note. The Note Conversion Rate shall be subject to adjustment as provided in Section 8. If this Note is converted on the Note Conversion Date:

(i)the Payee shall record the principal amount so converted on its books and on Schedule 1;

(ii)the Payee shall be deemed to be the record holder of the number of fully paid and non-assessable Shares determined in accordance with this Section 7;

(iii)appropriate entries evidencing such ownership shall be made in the Issuer’s books and records; and

(iv)the Issuer shall, on the Note Conversion Date, deliver to the Payee a certificate or certificates for the number of Shares to which the Payee is entitled.

(b)No fractional Share shall be issuable upon conversion.

(c)All principal (and interest that has come due thereon on or prior to the Note Conversion Date) that is converted into the Shares pursuant to this Section 7 will no longer be outstanding or due and payable from the Issuer and all principal and accrued and unpaid interest thereon will be deemed to have been fully paid and satisfied on the Note Conversion Date and the Issuer shall thereafter have no further obligation or liability with respect to such principal and interest.

8.Adjustment of Note Conversion Rate. The “Note Conversion Rate” is subject to adjustment prior to the Note Conversion Date as provided in this Section 8. The Note Conversion Rate shall be subject to adjustments, calculated by the Issuer, from time to time as follows:

(a)In case the Issuer shall hereafter pay a dividend or make a distribution to all holders of outstanding Common Stock in Common Stock, the Note Conversion Rate in effect at the opening of business on the date following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be increased by multiplying such Note Conversion Rate by a fraction:

(i)the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the record date fixed for such determination and the total number of shares constituting such dividend or other distribution; and

(ii)the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date fixed for such determination.

Such increase shall become effective immediately after the opening of business on the Business Day following the record date. If any dividend or distribution of the type described in this Section 8(a) is declared but not so paid or made, the Note Conversion Rate shall again be adjusted to the Note Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

(b)In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Note Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Note Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced. In each such case, the Note Conversion Rate shall be adjusted by multiplying such Note Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination. Such reduction or increase, as the case may be, shall become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(c)In case the Issuer shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price per share of Common Stock on the record date fixed for the determination of shareholders entitled to receive such rights or warrants, the Note Conversion Rate shall be adjusted so that the same shall equal the price determined by multiplying the Note Conversion Rate in effect at the opening of business on the date after such record date by a fraction:

(i)the numerator of which shall be the number of shares of Common Stock outstanding on the close of business on the record date plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible) at such below Current Market Price, and

(ii)the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate Conversion Price of the convertible securities so offered) would purchase at such Current Market Price.

Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after the opening of business on the day following the record date fixed for determination of shareholders entitled to receive such rights or warrants. To the extent that shares of Common Stock (or securities convertible into shares of Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants the Note Conversion Rate shall be readjusted to the Note Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Note Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such date fixed for the determination of

shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.

(d)In case the Issuer shall, by dividend or otherwise, distribute to all holders of its shares of Common Stock of any class of capital stock of the Issuer (other than any dividends or distributions to which Section 8(a) applies) or evidences of its indebtedness or other assets, including securities, but excluding, (1) any rights or warrants referred to in Section 8(c), (2) any dividends or distributions in connection with a reclassification, change of the Issuer’s shares of Common Stock, merger, consolidation, statutory share exchange, combination, sale or conveyance, and (3) dividends and distributions paid exclusively in cash referred to in Section 8(e) (the securities described in foregoing clauses (1), (2) and (3) hereinafter in this Section 8(d) called the “excluded securities”), then, in each such case, subject to the second succeeding paragraph of this Section 8(d), the Note Conversion Rate shall be adjusted so that the same shall be equal to the price determined by multiplying the Note Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction:

(i)the numerator of which shall be such Current Market Price per share of Common Stock on the record date, and

(ii)the denominator of which shall be the Current Market Price per share of Common Stock on such date, less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a board resolution) on such date of the portion of the securities, evidences of indebtedness or other assets so distributed (other than excluded securities) applicable to one share of Common Stock (determined on the basis of the number of shares of shares of Common Stock outstanding on the record date).

Such increase shall become effective immediately prior to the opening of business on the day following the record date. However, in the event that the then fair market value (as so determined) of the portion of the securities, evidences of indebtedness or other assets so distributed (other than excluded securities) applicable to one share of Common Stock is equal to or greater than the Current Market Price on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Note Holder shall have the right to receive upon conversion of this Note the amount of securities, evidences of indebtedness or other assets so distributed (other than excluded securities) that such Note Holder would have received had such Note Holder converted this Note immediately prior to such record date. In the event that such dividend or distribution is not so paid or made, the Note Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

If the Board of Directors determines the fair market value of any distribution for purposes of this Section 8(d) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution (other than excluded securities), it must in doing so

consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price pursuant to Section 8(g) to the extent possible, unless the Board of Directors in a board resolution determines in good faith that determining the fair market value during the Reference Period would not be in the best interests of the Note Holder.

For purposes of Sections 8(a) through 8(d), any dividend or distribution to which this Section 8(d) is applicable that also includes share of Common Stock, a subdivision or combination of share of Common Stock to which Section 8(b) applies, or rights or warrants to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) to which Section 8(c) applies (or any combination thereof), shall be deemed instead to be:

(1)a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants other than such share of Common Stock, such subdivision or combination or such rights or warrants to which Sections 8(a) through 8(c) apply, respectively (and any Note Conversion Rate increase required by this Section 8(d) with respect to such dividend or distribution shall then be made), immediately followed by:

(2)a dividend or distribution of such share of Common Stock, such subdivision or combination or such rights or warrants (and any further Note Conversion Rate increase required by Sections 8(a) through 8(c) with respect to such dividend or distribution shall then be made), except:

(A)the record date of such dividend or distribution shall be substituted as (x) “the date fixed for the determination of shareholders entitled to receive such dividend or other distribution”, “record date fixed for such determinations” and “record date” within the meaning of Section 8(a), (y) “the day upon which such subdivision becomes effective” and “the day upon which such combination becomes effective” within the meaning of Section 8(b), and (z) as “the date fixed for the determination of shareholders entitled to receive such rights or warrants”, “the record date fixed for the determination of the shareholders entitled to receive such rights or warrants” and such “record date” within the meaning of Section 8(c), and

(B)any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination” within the meaning of Section 8(a) and any increase or reduction in the number of shares of Common Stock resulting from such subdivision or combination shall be disregarded in connection with such dividend or distribution.

(e)In case the Issuer shall, by dividend or otherwise, distribute to all holders of its shares of Common Stock, cash, then and in each such case, immediately after the close of business on such date, the Note Conversion Rate shall be increased so that the same shall equal the price determined by multiplying the Note Conversion Rate in effect immediately prior to the close of business on such record date by a fraction:

(i)the numerator of which shall be equal to the Current Market Price on such record date, and

(ii)the denominator of which shall be equal to the Current Market Price on the record date less an amount equal to the quotient of (x) the aggregate amount of the cash distributed and (y) the number of shares of Common Stock outstanding on the record date.

In the event that such dividend or distribution is not so paid or made, the Note Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

(f)In case the Issuer or any of its Subsidiaries pays holders of the shares of Common Stock in respect of a tender offer or exchange offer, other than an odd-lot offer, by the Issuer or any of its Subsidiaries for shares of Common Stock to the extent that the cash and fair market value of any other consideration included in the payment per share of Common Stock exceeds the Sale Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (the “Expiration Time”), then, and in each such case, the Note Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Note Conversion Rate in effect immediately prior to close of business on the date of the Expiration Time by a fraction:

(i)the numerator of which shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to shareholders based on the acceptance (up to any maximum specified in the terms of the tender offer or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the Sale Price of the shares of Common Stock on the Trading Day next succeeding the Expiration Time, and

(ii)the denominator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Sale Price of the shares of Common Stock on the Trading Day next succeeding the Expiration Time.

Such increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Issuer is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Issuer is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Note Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made.

(g)For purposes of this Section 8, the following terms shall have the meanings indicated:

“Current Market Price” shall mean the average of the daily Sale Prices per share of Common Stock for the ten consecutive Trading Days ending not later than the earlier of the date

immediately prior to the date in question and the day before the “ex” date with respect to the issuance, distribution, subdivision or combination requiring such computation. If another issuance, distribution, subdivision or combination to which Section 8 applies occurs during the period applicable for calculating “Current Market Price” pursuant to the preceding definition, then “Current Market Price” shall be appropriately adjusted to reflect the impact of such issuance, distribution, subdivision or combination on the Sale Price of the share of Common Stock during such period. For purposes of this paragraph, the term “ex” date, when used:

(A)with respect to any issuance or distribution, means the first date on which the shares of Common Stock trades regular way on the relevant exchange or in the relevant market from which the Sale Price was obtained without the right to receive such issuance or distribution;

(B)with respect to any subdivision or combination of shares of Common Stock, means the first date on which the shares of Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective, and

(C)with respect to any tender or exchange offer, means the first date on which the shares of Common Stock trades regular way on such exchange or in such market after the Expiration Time of such offer.

Notwithstanding the foregoing, whenever successive adjustments to the Note Conversion Rate are called for pursuant to this Section 8, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 8 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

(2)“fair market value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s length transaction.

(3)“record date” shall mean for purposes of this Section 8, with respect to any dividend, distribution or other transaction or event in which the holders of shares of Common Stock have the right to receive any cash, securities or other property or in which the shares of Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(4)“Sale Price” as of any date means the closing per share sale price (or if no closing sale price is reported, the average of the bid price and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on the Nasdaq Stock Market.

(h)The Issuer may make such increases in the Note Conversion Rate, in addition to those required by any of Sections 8(a) through (f), as the Board of Directors considers to be advisable to avoid or diminish any income Tax to holders of shares of Common Stock or

rights to purchase shares of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income Tax purposes.

(i)All calculations under this Section 8 shall be made by the Issuer and shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be. No adjustment need be made for a change in the par value or no par value of the shares of Common Stock. No adjustment in the Note Conversion Rate shall be required if the holders of this Note participate in the transactions that would otherwise lead to an adjustment in the Note Conversion Rate pursuant to this Section 8.

(j)For purposes of this Section 8, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Issuer. The Issuer will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Issuer.

9.THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE ISSUER AND THE PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

10.Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Convertible Note Agreement.

11.The terms of this Note are subject to amendment only in the manner provided in the Convertible Note Agreement.

12.This Note is subject to restrictions on transfer or assignment as provided in the Convertible Note Agreement.

13.No reference herein to the Convertible Note Agreement and no provision of this Note or the Convertible Note Agreement shall alter or impair the obligations of the Issuer, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

14.This Note is a registered Note and, as provided in Section 9.1C of the Convertible Note Agreement, upon surrender of any Note at the principal office of the Issuer for registration of transfer or exchange (for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices and payment instructions of each transferee of such Note or part thereof and a representation by each such transferee that such transferee is a Permitted Transferee), the Issuer shall execute and deliver, at the Issuer’s expense, one or more new notes (as requested by the holder thereof) in the form of this Note in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the

surrendered Note. Prior to the due presentment for registration and transfer, the Issuer may treat the person in whose name this Note is registered as the Holder and the owner of this Note for the purpose of receiving payment and for all other purposes of this Note and the Convertible Note Agreement. Notwithstanding anything to the contrary herein, the right to receive payments of interest and principal under this Note shall be transferable only upon surrender for cancellation of this Note, and the issuance of a new Note registered in the name of the transferee. In addition, the Issuer shall maintain a register in which it shall record the name of the Holder or any transferee, and no transfer shall be valid unless so registered.

15.The Issuer promises to pay all costs and expenses, including attorneys’ fees, all as provided in the Convertible Note Agreement, incurred in the collection and enforcement of this Note, to the extent required by Section 9.2 of the Convertible Note Agreement. The Issuer and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by Law, the right to plead any statute of limitations as a defense to any demand hereunder.

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed and delivered by its respective duly authorized officers as of the date and at the place first written above.

ECO-STIM ENERGY SOLUTIONS, INC. a Nevada corporation
By:	/s/ Alexander Nickolatos
Name:	Alexander Nickolatos
Title:	CFO

ESES – Convertible Promissory Note

SCHEDULE 1

to Convertible Promissory Note

No.	Date	Amount of Principal Advanced	Amount of Principal Paid, Prepaid or Converted	Balance of Principal	Notation Made By
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.

Exhibit I-2-1