UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

TransAtlantic Petroleum Ltd.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

G89982105

(CUSIP Number)

Dalea Management, LLC

16803 Dallas Parkway Suite 300

Addison, Texas 75001

Attention: Christine Stroud

(972) 590-9879

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2011

(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), 13d-1(f) or 13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 (the “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).

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 2.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

SCHEDULE 13D/A

*See Item 3.

AMENDMENT NO. 9 TO SCHEDULE 13D

This Amendment No. 9 to Schedule 13D (this “Ninth Amendment”) amends and supplements the Schedule 13D originally filed on April 17, 2008 (the “Original Statement”), as amended by Amendment No. 1 on June 25, 2008, Amendment No. 2 on August 28, 2008, Amendment No. 3 on September 29, 2008, Amendment No. 4 on December 30, 2008, Amendment No. 5 on July 2, 2009, Amendment No. 6 on December 3, 2009 and Amendment No. 7 on September 13, 2010, and as amended and restated by Amendment No. 8 on May 17, 2011 (collectively, the “Schedule 13D”).

Item 1. Security and Issuer

Item 1 is hereby amended and restated to read in its entirety as follows:

This Ninth Amendment relates to the common shares, par value US$0.01 per share, of TransAtlantic Petroleum Ltd., a body corporate incorporated under the laws of Bermuda (the “Issuer”). The address of the principal executive office of the Issuer in Bermuda is Canon’s Court, 22 Victoria Street, Hamilton, HM EX, Bermuda. The address of the principal executive office of the Issuer in the United States is 16803 Dallas Parkway, Suite 200, Addison, Texas 75001.

Item 2. Identity and Background

The fifteenth and sixteenth paragraphs of Item 2 are hereby deleted and replaced with the following:

The address of the principal office of the Reporting Persons is 16803 Dallas Parkway, Suite 300, Addison, Texas 75001.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following paragraphs:

On August 11, 2011, Mitchell acquired 1,100 common shares of the Issuer at a price of US$0.98 per share, 10,300 common shares at US$0.99 per share, 21,500 common shares at US$1.00 per share, and 15,500 common shares at US$1.01 per share. On August 12, 2011, Mitchell acquired 3,400 common shares at US$1.02 per share, 39,800 common shares at US$1.03 per share, and 480,000 common shares at US$1.05 per share. On August 15, 2011, Mitchell acquired 1,800 common shares at US$1.03 per share, 900 common shares at US$1.04 per share, 49,375 common shares at US$1.05 per share, and 46,184 common shares at US$1.13 per share. On August 16, 2011, Mitchell acquired 67,228 common shares at US$1.09 per share, 4,600 common shares at US$1.10 per share, 150,000 common shares at US$1.12 per share, and 128,172 common shares at US$1.13 per share. On August 18, 2011, Mitchell acquired 24,300 common shares at US$1.06 per share and 150,000 common shares at US$1.08 per share. On August 19, 2011, Mitchell acquired 2,000 common shares at US$1.04 per share, 30,000 common shares at US$1.06 per share, and 9,591 common shares at US$1.07 per share. On November 16, 2011, Mitchell acquired 4,600 common shares at US$1.40 per share, 52,632 common shares at US$1.41 per share, 42,414 common shares at US$1.42 per share, 68,900 common shares at US$1.43 per share, and 31,454 common shares at US$1.44 per share. On November 17, 2011, Mitchell acquired 130,900 common shares at US$1.30 per share, 1,338 common shares at US$1.27 per share, 31,200 common shares at US$1.28 per share, and 4,900 common shares at US$1.29 per share. On November 18, 2011, Mitchell acquired 7,700 common shares at US$1.30 per share. On November 21, 2011, Mitchell acquired 7,895 common shares at US$1.24 per share, and 16,160 common shares at US$1.25 per share. On November 22, 2011, Mitchell acquired 44,306 common shares at US$1.26 per share and 55,694 common shares at US$1.27 per share. All of the shares were acquired in open market transactions with cash on hand.

On December 31, 2011 the Longfellow Warrants expired unexercised.

On January 15, 2012, the Third Restricted Stock Units vested in full and Mitchell acquired 7,463 common shares of the Issuer (the “Third Restricted Stock Unit Shares”).

Item 4. Purpose of the Transaction.

Item 4 is hereby amended and supplemented by adding the following paragraphs:

On May 18, 2011, the Issuer and Dalea Partners entered into a First Amendment to the 2010 Dalea Credit Agreement to extend the maturity date of the 2010 Dalea Credit Agreement from June 28, 2011 to December 31, 2011 and to increase the interest rate from three-month LIBOR plus 2.50% per annum to three-month LIBOR plus 5.50% per annum.

On November 7, 2011, the Issuer and Dalea Partners entered into a Second Amendment to the 2010 Dalea Credit Agreement to extend the maturity date of the 2010 Dalea Credit Agreement date from December 31, 2011 to the earlier of (i) March 31, 2012 and (ii) two business days following the close of the sale of the Company’s wholly owned subsidiaries, Viking Geophysical Services, Ltd. and Viking International, in whole or in part.

On February 25, 2012 the Issuer entered into a non-binding letter of intent (the “Viking Letter of Intent”) to sell Viking International and Viking Geophysical Services, Ltd. (collectively with Viking International, “Viking”) to a consortium including Dalea Partners (or its affiliates) and funds advised by Abraaj Investment Management, Ltd. (“Abraaj”). It is anticipated that Mitchell, directly or indirectly, will own or control approximately 45% of the acquired entities.

On March 15, 2012, Issuer signed a stock purchase agreement (the “Stock Purchase Agreement”) to sell Viking to Dalea Partners for an aggregate purchase price of $164.0 million, consisting of $152.5 million in cash, subject to a net working capital adjustment, and a $11.5 million promissory note from Dalea Partners. The promissory note will be payable five years from the date of issuance or earlier upon the occurrence of certain specified events. Prior to closing, Dalea Partners expects to assign the Stock Purchase Agreement to a joint venture owned by Dalea Partners and funds advised by Abraaj. The sale of Viking is subject to the approval of regulatory authorities, the receipt of equity financing by the buyer and other customary closing conditions.

Contractually, the effective date of the sale of Viking will be April 1, 2012, regardless of when the actual closing occurs. The closing is anticipated to occur during the second quarter of 2012. The purchase price for Viking will be increased by the amount (if any) that the net working capital of Viking is greater than zero and will be decreased by the amount (if any) that the net working capital of Viking is less than zero.

In conjunction with the Stock Purchase Agreement, Dalea Partners agreed to extend the maturity of the 2010 Dalea Credit Agreement until the earlier of (i) June 30, 2012 or (ii) the later of (x) the closing of the sale of Viking or (y) two days after demand by Dalea Partners. Interest on the 2010 Dalea Credit Agreement will cease to accrue from April 1, 2012 until the closing date. If the closing does not occur, the abated interest will be reinstated. In connection with the Stock Purchase Agreement, Issuer, Viking International and Viking Geophysical will enter into a five-year master services agreement that will ensure that Issuer has continued access to Viking’s equipment and services at market prices.

On March 15, 2012, Issuer and its wholly owned subsidiaries, TAW and Thrace Basin Natural Gas (Turkiye) Corporation, (collectively, the “Borrowers”) entered into a $15.0 million credit facility (the “Credit Facility”) with Dalea Partners to provide Issuer with additional liquidity for general corporate purposes until it completes the sale of Viking. If drawn, loans under the Credit Facility will accrue interest at a rate of three month LIBOR plus 5.5% per annum, to be adjusted monthly on the first day of each month. Borrowers will be required to pay all accrued interest in arrears on the last day of each month, and may prepay outstanding amounts at any time before maturity without penalty. If drawn, any outstanding borrowings must be repaid upon the earlier of (i) July 1, 2012 or (ii) the sale of Viking.

Item 5.

Item 5 is hereby amended and restated to read in its entirety as follows:

(e) Riata TransAtlantic LLC ceased being a beneficial owner of more than five percent of the common shares of the Issuer on October 1, 2010 upon the Member Distribution.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following sentence:

See Item 4.

Item 7. Material to be Filed As Exhibits.

SIGNATURE

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

Exhibit 4

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is made and dated for reference March 15, 2012.

BETWEEN:

DALEA PARTNERS, LP,

as Lender

AND:

TRANSATLANTIC PETROLEUM LTD.,

as Borrower

WHEREAS:

NOW THEREFORE, in consideration of the premises and of other good and valuable consideration (the receipt whereof is hereby acknowledged), the parties hereto agree as follows:

Unless otherwise defined herein or unless the context otherwise requires, defined words and terms used in the Credit Agreement shall have the same meanings when used herein.

The Credit Agreement shall be and is hereby amended and modified as follows:

Paragraph 4(a) shall be deleted and replaced with the following:

Notwithstanding anything to the contrary in the Credit Agreement, no interest shall accrue on the Outstanding Balance for the period from April 1, 2012 until the Closing Date; provided, that if the Closing Date has not occurred on or before June 30, 2012, interest shall be deemed to have accrued on the Outstanding Balance during such period as set forth in the Credit Agreement. Interest will accrue on the Outstanding Balance in the amount and the manner provided in the Credit Agreement after the Closing Date.

The Credit Agreement, together with all terms, covenants and conditions thereof as hereby amended, will be and continue to be in full force and effect.

This Amendment and everything herein contained will enure to the benefit of and be binding on the Borrower and the Lender and their respective successors and assigns.

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or by e-mail in pdf format shall be effective as delivery of a manually executed counterpart hereof.

This Amendment shall be effective as of and from March 15, 2012.

IN WITNESS WHEREOF the parties hereto have executed this Amendment as of the date first above written.

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Exhibit 5

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

BY AND AMONG

TRANSATLANTIC PETROLEUM, LTD.,

TRANSATLANTIC WORLDWIDE, LTD.,

LONGE ENERGY LIMITED,

TRANSATLANTIC PETROLEUM (USA) CORP.,

TRANSATLANTIC PETROLEUM CYPRUS LIMITED,

VIKING INTERNATIONAL LIMITED,

VIKING GEOPHYSICAL SERVICES, LTD.,

VIKING OILFIELD SERVICES SRL

and

DALEA PARTNERS, LP

Dated as of March 15, 2012

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

ii

TABLE OF CONTENTS

(continued)

iii

TABLE OF CONTENTS

(continued)

iv

Exhibits and Schedules

v

vi

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2012, is entered into by and among TransAtlantic Petroleum Ltd., an exempted company incorporated with limited liability under the laws of Bermuda (“TAT”), Viking International Limited, an exempted company incorporated with limited liability under the laws of Bermuda (“VIL”), Viking Geophysical Services, Ltd., an international business company organized under the laws of Bahamas (“VGS”), and Viking Oilfield Services SRL, a limited liability company under the laws of Romania (“VOS SRL” and together with VIL and VGS, the “Acquired Companies”), TransAtlantic Worldwide, Ltd., an international business company organized under the laws of Bahamas (“TAW”), Longe Energy Limited, an exempted company incorporated with limited liability under the laws of Bermuda (“Longe”), TransAtlantic Petroleum (USA) Corp., a corporation incorporated under the laws of the State of Colorado, United States of America (“USA”), and TransAtlantic Petroleum Cyprus Limited, a limited liability company organized under the laws of Cyprus (“Cyprus,” and together with TAW, Longe and USA, “Sellers”), and Dalea Partners, LP, an Oklahoma limited partnership (“Buyer”).

RECITALS

A. Sellers are the record and beneficial owners of all of the issued and outstanding equity securities of each of the Acquired Companies as set forth on Schedule 1 to this Agreement (the “Shares”).

B. Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, all of the Shares.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby confirmed, and subject to the terms and conditions set forth herein, TAT, the Acquired Companies, Sellers and Buyer, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

The terms defined in Exhibit A, whenever used herein, shall have the meanings set forth in Exhibit A for all purposes of this Agreement. The definitions in Exhibit A are incorporated into this Agreement as if fully set forth at length herein and all references to a section in such Exhibit A are references to such section of this Agreement.

ARTICLE II

SALE AND PURCHASE

2.1 Purchase and Sale of Shares. At the Closing, subject to the terms and conditions of this Agreement, Sellers shall sell, transfer, assign and convey the Shares to Buyer, and Buyer shall purchase and accept the Shares from Sellers, and Buyer shall pay to Sellers the Closing Date Cash Consideration and shall deliver the Promissory Note. The “Closing Date Cash Consideration” (and, collectively with the Promissory Note, the “Purchase Price”) shall

be equal to $152,500,000. Sellers acknowledge and agree that, for the convenience of the parties, the Closing Date Cash Consideration, the Promissory Note (and any replacements or substitutions therefor), and all other payments to be made by Buyer to Sellers or TAT under this Agreement shall be paid to TAT, to be further allocated among the Sellers as determined by TAT. The Purchase Price shall be increased or decreased as provided below:

(a) Increases in the Purchase Price. The Purchase Price shall be increased by the Working Capital Overage, if any (as contemplated by Section 2.3(b)).

(b) Decreases in the Purchase Price. The Purchase Price shall be decreased by the Working Capital Underage, if any (as contemplated by Section 2.3(b)).

2.2 Settlement Amounts. At the Closing, Buyer, based upon mutually agreed upon instructions with Sellers and against receipt by Buyer and Sellers of appropriate Lien releases and/or acknowledgments of payment from the relevant creditor entity, shall, out of the Closing Date Cash Consideration, on behalf of the Acquired Companies, cause to be paid in full the Acquired Company Debt (other than the Dalea Party Debt) to the party or parties entitled thereto pursuant to the Payoff Letters (which shall be delivered to Buyer and Sellers no later than three (3) Business Days prior to the Closing Date) (the “Settlement Amounts”).

2.3 Working Capital Adjustment.

(a) Estimated Net Working Capital Statements. Not later than the third Business Day prior to the Closing Date, the Acquired Companies shall prepare and deliver, or cause to be prepared and delivered, to Buyer (i) an unaudited estimated balance sheet for each of the Acquired Companies as of the close of business on the day immediately preceding the Effective Date (the “Estimated Effective Date Balance Sheet”) and (ii) an estimated net working capital statement for each of the Acquired Companies, based on the Estimated Closing Balance Sheet (the “Estimated Net Working Capital Statement”), setting forth each Acquired Company’s calculation of the estimated Net Working Capital of such Acquired Company as of the close of business on the day immediately preceding the Effective Date and the aggregate amount of such calculations (the “Estimated Effective Date Net Working Capital”) calculated, in each case, in good faith and in accordance with GAAP using the same methodologies, procedures and principles set forth on Exhibit B.

(b) Effective Date Adjustment. If the Estimated Effective Date Net Working Capital is less than zero, then the Purchase Price will be reduced (first, through an adjustment to the Promissory Note, and, to the extent the Promissory Note is reduced to zero, by a reduction of the Closing Date Cash Consideration) by an amount equal to the absolute value of such shortfall (a “Working Capital Underage”). If the Estimated Effective Date Net Working Capital is greater than zero, then the Purchase Price will be increased (through an adjustment to the Closing Date Cash Consideration) by an amount equal to such excess (a “Working Capital Overage”). If the Estimated Effective Date Net Working Capital is zero, then the Purchase Price will not be adjusted pursuant to this Section 2.3(b), but may be subject to adjustment as otherwise provided in this Section 2.3. The adjustments made at Closing pursuant to this Section 2.3(b) are subject to subsequent adjustment as provided in Sections 2.3(f)(i) and 2.3(f)(ii).

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(c) Final Net Working Capital Statement. Not later than 90 days after the Closing Date, Buyer shall cause to be prepared and delivered to TAT (i) unaudited balance sheets for each Acquired Company as of the close of business on the day immediately preceding the Effective Date (the “Final Effective Date Balance Sheets”) and (ii) a final net working capital statement, based on the Final Effective Date Balance Sheets (the “Final Net Working Capital Statement”), setting forth Buyer’s calculation of the Net Working Capital of the Acquired Companies, both individually and in the aggregate, as of the close of business on the day immediately preceding the Effective Date (the “Final Net Working Capital”) calculated, in each case, in good faith and in accordance with GAAP using the same methodologies, procedures and principles set forth on Exhibit B.

(d) Dispute. Within 30 days following receipt by TAT of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may deliver a written objection notice to Buyer of any disagreement TAT has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one

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hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced.

(e) Access. For purposes of complying with the terms set forth in this Section 2.3, each party shall reasonably cooperate with and make reasonably available to the other parties and their respective representatives all information, records, data and working papers, including reasonable access to its facilities and personnel during normal business hours, as may be reasonably requested in connection with the preparation and analysis of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement and the resolution of any disagreement related thereto; provided, that (i) such activities shall not unreasonably disrupt the operations of the Acquired Companies and (ii) the Acquired Companies shall have no obligation to make available any information if the Acquired Company has been advised by counsel that making such information available may jeopardize any attorney-client or other legal privilege or contravene any applicable Law or Contract in existence as of the Closing Date (including any confidentiality agreement to which the Acquired Company is a party). Buyer may require that TAT enter into a customary confidentiality agreement with respect to such information.

(f) Post-Closing Adjustment. Not later than the third Business Day after the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d), TAT and Buyer shall jointly determine the amount by which the Purchase Price would have been adjusted pursuant to Section 2.3(b) had the Final Net Working Capital been substituted for the Estimated Effective Date Net Working Capital as of the Closing.

(i) If such substitutions would have resulted in a Purchase Price that is greater than the Estimated Closing Date Purchase Price (any such excess, the “Price Increase”), then Buyer shall within 30 days from the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d) cover the Price Increase by payment of immediately available funds to TAT.

(ii) If such substitutions would have resulted in a Purchase Price that is less than the Estimated Closing Date Purchase Price (such deficit, the “Price Decrease”), then TAT shall return the original Promissory Note to Buyer against delivery of a modified Promissory Note the principal of which is reduced by the Price Decrease within five Business Days from the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d). To the extent that the Price Decrease

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exceeds the balance of the Promissory Note, TAT shall pay the amount of such excess to Buyer in immediately available funds within 30 days after the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d).

(iii) If such substitutions would have resulted in a Purchase Price equal to the Estimated Closing Date Purchase Price, there shall be no adjustment to the consideration payable hereunder pursuant to this Section 2.3(f).

ARTICLE III

CLOSING AND DELIVERIES

3.1 Closing. The closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m. local time at the offices of Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York, New York 10153-0119, on the later of (i) the second Business Day after satisfaction or waiver of each of the conditions set forth in Article VIII (other than conditions to be satisfied at Closing) or (ii) April 2, 2012, or on such other date or at such other time and place as the parties mutually agree in writing. The date on which the Closing occurs is herein referred to as the “Closing Date.” All proceedings to be taken and all documents to be executed and delivered by all parties hereto at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

3.2 Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following items:

(a) the stock or other certificates representing the Shares with duly executed stock powers or assignments attached in proper form for transfer;

(b) a Master Services Agreement with respect to each of VIL and VGS, each duly executed by TAT;

(c) a Transition Services Agreement for the benefit of each of the Acquired Companies, duly executed by TAT;

(d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise;

(e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies;

(f) a certificate from each Seller dated as of the Closing Date, duly executed by the Secretary of each Seller, given by him or her on behalf of the applicable Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions

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contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller;

(g) a certificate of an executive officer of TAT, given by him or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”); and

(h) a certificate of an executive officer of each Seller, given by him or her on behalf of such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”).

3.3 Deliveries by the Acquired Companies. At the Closing, the Acquired Companies shall deliver or cause to be delivered to Buyer the following items:

(a) the Payoff Letters reflecting all outstanding Acquired Company Debt and providing a mechanism for obtaining and/or filing any necessary termination statements or other releases, in each case as may be reasonably required to evidence the satisfaction of the Acquired Company Debt;

(b) a true and complete aged receivable and payable listing of each Acquired Company, as of three Business Days prior to Closing, duly certified by the chief financial officer of each Acquired Company;

(c) a certificate from each Acquired Company and each Acquired Company Subsidiary dated as of the Closing Date, duly executed by the Secretary of each Acquired Company or Acquired Company Subsidiary, as applicable, given by him or her on behalf of the applicable Acquired Company or Acquired Company Subsidiary and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of the Acquired Company authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; and (ii) the incumbency, authority and specimen signature of each officer of the Acquired Company executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of the Acquired Company or Acquired Company Subsidiary;

(d) a copy of the certificate of incorporation (or equivalent formation document) of each Acquired Company and Acquired Company Subsidiary certified by the relevant Governmental Authority of the jurisdiction of formation as of a date as close to the Closing Date as is reasonably practicable;

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(e) a copy of the memorandum of association (or equivalent governing document) of each Acquired Company and Acquired Company Subsidiary certified by the relevant Governmental Authority of the jurisdiction of formation as of a date as close to the Closing Date as is reasonably practicable;

(f) a certificate of the relevant Governmental Authority of the jurisdiction of formation as to the good standing of each Acquired Company and Acquired Company Subsidiary as of a date not more than five Business Days prior to the Closing Date;

(g) a certificate of an executive officer of each Acquired Company, given by him or her on behalf of the Acquired Company and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of the Acquired Company) and Section 8.3(b) have been satisfied (the “Acquired Company Closing Certificate”);

(h) written resignations signed by the directors and officers of the Acquired Companies and Acquired Company Subsidiaries listed on Schedule 3.3(h); and

(i) the Consents set forth on Schedule 8.3(e).

3.4 Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to be delivered the following items:

(a) to TAT, by wire transfer of immediately available funds to the accounts designated in writing by TAT, the Closing Date Cash Consideration as adjusted pursuant to Sections 2.1, 2.2 and 2.3(b);

(b) to TAT, a promissory note duly executed by Dalea Partners, LP, an Oklahoma limited partnership, in the principal amount of $11,500,000 and in the form agreed to by the parties (the “Promissory Note”);

(c) a guaranty in the form agreed to by the parties, duly executed by N. Malone Mitchell, 3rd.;

(d) to the Persons entitled thereto, by wire transfer of immediately available funds to the account designated in writing by each such recipient, such recipient’s portion of the Settlement Amounts;

(e) to Sellers a certificate dated as of the Closing Date, duly executed by the Secretary or equivalent officer of Buyer, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors (or similar governing body) of Buyer authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of Buyer executing this Agreement; and (iii) true and complete copies of the Organizational Documents of Buyer;

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(f) to Sellers a certificate of the relevant Governmental Authority as to the good standing of Buyer in its jurisdiction of formation as of a date as close to the Closing Date as is reasonably practicable;

(g) to Sellers a certificate of an executive officer of Buyer, given by him or her on behalf of Buyer and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied (the “Buyer Closing Certificate”);

(h) the Consents set forth on Schedule 6.4(b);

(i) a Master Services Agreement with respect to each of VIL and VGS, duly executed by the applicable Acquired Company;

(j) a Transition Services Agreement for the benefit of each of the Acquired Companies, duly executed by each applicable Acquired Company; and

(k) a closing statement reflecting the flow of funds at the Closing, duly executed by Buyer.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF TAT, SELLERS AND

THE ACQUIRED COMPANIES

Except (a) as set forth in the Schedules referenced in this Article IV (collectively, the “Acquired Company Disclosure Schedules”), which shall qualify the representations and warranties of the Acquired Companies set forth in this Article IV and which shall be organized in parts corresponding to the numbering in this Article IV with disclosures in each part specifically corresponding to or cross-referencing to a particular section (or subsection) of this Article IV (subject to Section 12.15) or (b) as provided by this Agreement, TAT, Sellers, and the Acquired Companies, jointly and severally, represent and warrant to and for the benefit of Buyer that the following statements are true; provided, that the only representations and warranties that apply to VOS SRL are those set forth in Sections 4.1 (first sentence), 4.2, 4.4, 4.5(d), 4.6, and 4.23 and any other reference to Acquired Company in this Article IV shall expressly exclude VOS SRL:

4.1 Organization and Standing. Each Acquired Company is the type of entity as designated on Schedule 4.1, existing and in good standing under the laws of the country in which it was organized, as designated on Schedule 4.1; provided, VOS SRL is dormant. Each Acquired Company has the branches designated on Schedule 4.1. Each Acquired Company, and each branch of such Acquired Company on Schedule 4.1 is duly qualified to do business, and each Acquired Company is in good standing, in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on the Acquired Company.

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4.2 Capitalization. The authorized and outstanding capital stock or other equity securities of each Acquired Company consists of the number of shares of stock or other equity securities set forth on Schedule 1. The Shares are duly authorized, validly issued, fully paid and, with respect to VIL and VGS, nonassessable and, with respect to VOS SRL, no equity holder is obligated to contribute any additional capital to VOS SRL. The Shares represent the only issued and outstanding shares of capital stock or other equity securities of the Acquired Companies. Except as set forth on Schedule 4.2, there are no (a) outstanding securities convertible or exchangeable into shares of capital stock or other equity securities of any Acquired Company; (b) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating any Acquired Company to issue, transfer or sell any shares of its capital stock or other equity securities; or (c) voting trusts or other agreements or understandings to which any Acquired Company is a party or by which any Acquired Company is bound with respect to the voting, transfer or other disposition of its shares of capital stock or other equity securities.

4.3 Subsidiary. Schedule 4.3 lists each Subsidiary of the Acquired Companies (the “Acquired Company Subsidiaries”) and sets forth the issued and outstanding equity interests of each of the Acquired Company Subsidiaries (the “Equity Interests”) and the holders thereof. Such Equity Interests are duly authorized, validly issued, and as of Closing will be fully paid and nonassessable. Other than as set forth on Schedule 4.3, the Acquired Companies own the Equity Interests free and clear of all Liens. Except as set forth on Schedule 4.3, there are no (a) outstanding securities convertible or exchangeable into Equity Interests; (b) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating an Acquired Company Subsidiary to issue, transfer or sell any Equity Interests; or (c) voting trusts or other agreements or understandings to which an Acquired Company Subsidiary is a party or by which an Acquired Company Subsidiary is bound with respect to the voting, transfer or other disposition of any Equity Interests. Except as set forth on Schedule 4.3, no Acquired Company Subsidiary has any operations, employees, assets, or Liabilities.

4.4 Authority, Validity and Effect; No Conflict; Required Filings and Consents.

(a) Each Acquired Company has all requisite power and authority to own or lease the assets owned or leased by it, respectively, to operate its business as currently operated, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by each Acquired Company pursuant to all necessary authorizations and is the legal, valid and binding obligation of each Acquired Company, enforceable against each Acquired Company in accordance with its terms, except as limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect, and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively (a) and (b) together, the “General Enforceability Exceptions”).

(b) Neither the execution and delivery of this Agreement by the Acquired Companies, nor the consummation by the Acquired Companies of the transactions contemplated hereby, nor compliance by the Acquired Companies with any of the provisions hereof, will (i) conflict with or result in a breach of any provisions of any Organizational Document of any Acquired Company, (ii) except as set forth on Schedule 4.4(b), constitute or result in the material breach of any term, condition or

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provision of, or constitute a material default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a material Lien upon any property or assets of any Acquired Company, pursuant to any Material Contract, or (iii) subject to receipt of the Consents referred to on Schedule 4.4(c), materially violate any Order or Law applicable to any Acquired Company or any of their respective properties or assets.

(c) Other than as set forth on Schedule 4.4(c), no material Consent is required to be obtained by any Acquired Company, TAT, or any Seller for the consummation by an Acquired Company of the transactions contemplated by this Agreement.

4.5 Financial Statements.

(a) Attached as Schedule 4.5(a) are copies of the following financial statements: (i) the unaudited balance sheets of each of the Acquired Companies as of December 31, 2010 and the related unaudited statements of income and cash flows for the fiscal year then ended (the “2010 Financial Statements”), and (ii) the unaudited balance sheet of the Acquired Companies as of September 30, 2011 (the “Balance Sheet Date”) and the related unaudited statements of income and cash flows for the nine months then ended (the “2011 Financial Statements” and together with the 2010 Financial Statements, the “Acquired Company Financial Statements”).

(b) Other than as set forth on Schedule 4.5(b), the Acquired Company Financial Statements have been prepared in accordance with GAAP (except for the absence of footnotes and the elimination of intercompany transactions and balances among the Acquired Companies) in all material respects and fairly present the financial position and results of operations of each of the Acquired Companies, as of the respective dates thereof and for the periods indicated therein, subject to normal accruals and adjustments in connection with normal audit procedures. The Acquired Company Financial Statements were derived from the books and records of the Acquired Companies.

(c) Except for (i) Liabilities reflected or reserved against in the 2011 Financial Statements, (ii) Liabilities disclosed on Schedule 4.5(c), and (iii) Liabilities incurred in the ordinary course of business since the Balance Sheet Date, the Acquired Companies have no Liabilities of a type required to be reserved on a balance sheet under GAAP.

(d) VOS SRL does not have any operations, employees, assets (other than assets reflected in the Acquired Company Financial Statements), or Liabilities other than assets or Liabilities that are immaterial.

4.6 Taxes. Except as set forth on Schedule 4.6:

(a) Each Acquired Company has timely filed all Tax Returns that it was required to file and has paid all Taxes required to have been paid by it. All such Tax Returns were true, correct and complete in all material respects. With respect to any period for which Tax Returns have not yet been filed or for which Taxes are not yet due or owing, the Acquired Companies have made due and sufficient accruals for such Taxes in the Acquired Company Financial Statements. All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of the Acquired Companies and the Acquired Company Subsidiaries.

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(b) Each Acquired Company has complied in all material respects with all applicable Laws, rules and regulations relating to the filing of Tax Returns, the payment and withholding of Taxes and has, within the time and in the manner prescribed by Law, withheld and paid over to the proper Governmental Authorities all amounts required to be so withheld and paid over under applicable Laws.

(c) No Acquired Company has agreed to any extension or waiver of the statute of limitations applicable to any Tax Return, or agreed to any extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired.

(d) No Acquired Company is a party to any Tax sharing, allocation, indemnity or similar agreement or arrangement (whether or not written) pursuant to which it will have any obligation to make any payments after the Closing.

(e) There are no Liens for unpaid Taxes on the assets of any Acquired Company, except for Permitted Liens.

(f) There are no Actions, examinations or audits currently pending or, to any Sellers’ Knowledge, threatened with respect to any Acquired Company in respect of any Tax. No issue has been raised by a Taxing Authority in any prior Action or examination of any Acquired Company or any Acquired Company Subsidiary which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency for any subsequent taxable period.

(g) No claim has been made in writing by any Governmental Authority in a jurisdiction where any Acquired Company does not file Tax Returns that an Acquired Company is, or may be, subject to material taxation by that jurisdiction.

(h) No Acquired Company is subject to United States Taxes or required to file any Tax Returns in the United States and no Acquired Company engages in a trade or business in the United States nor has any income effectively connected to the United States. Each Acquired Company is properly classified for U.S. federal income tax purposes as an association taxable as a corporation.

(i) No Acquired Company has granted in writing any power of attorney which is currently in force with respect to any Taxes or Tax Returns.

Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.6 are the sole representations and warranties of TAT, the Sellers and the Acquired Companies relating to Tax matters.

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4.7 Personal Property.

(a) Except as set forth on Schedule 4.7(a), each Acquired Company has (in the case of owned personal property) good title to, or (in the case of leased personal property) a valid leasehold interest in all of the tangible assets reflected in the 2011 Company Financial Statements, free and clear of all material Liens except for Permitted Liens, excluding assets sold or disposed of by the Acquired Company in the ordinary course of business since the Balance Sheet Date.

(b) The material equipment and other tangible personal property owned (and to be owned as of the Closing Date) by the Acquired Companies has been maintained in a manner consistent, in all material respects, with the Acquired Companies’ historical maintenance practices and in a manner that is sufficient for the continued operation and use of such equipment and tangible personal property in a manner consistent with their historical use. At Closing, an Acquired Company or an Acquired Company Subsidiary will own good title, free and clear of all material Liens except for Permitted Liens, to each of the assets set forth on Schedule 4.7(b), except with respect to any of such assets that are disposed of in the ordinary course of business between the date hereof and the Closing.

4.8 Real Property. Schedule 4.8(a) contains a complete and accurate description of all leased Real Property and the interests of each Acquired Company therein. The Acquired Companies have valid leasehold interests in each such property. On the Closing Date, an Acquired Company or an Acquired Company Subsidiary will own fee title to that certain portion of the Real Property that is set forth on Schedule 4.8(b) (the “Owned Property”), subject only to Permitted Liens. To Sellers’ Knowledge, each tract of land comprising a portion of the Owned Property has access to a dedicated right-of-way and is serviced by utilities sufficient for the business of the Acquired Company that is currently operated thereon. The Real Property listed on Schedule 4.8(a) and Schedule 4.8(b) comprises all material owned or leased real property interests of the Acquired Companies used in the conduct of the business and operations of the Acquired Companies as now conducted (other than any real property interests to be provided to the Acquired Companies under the Transition Services Agreement).

4.9 Compliance with Laws. Except as set forth on Schedule 4.9, each Acquired Company:

(a) is in material compliance with all Laws and Orders applicable to its business;

(b) has received no written notification or communication from any Governmental Authority within the past two years (i) asserting that the Acquired Company is not in material compliance with any Law, or (ii) threatening to revoke any material Permit owned or held by the Acquired Company; and

(c) to Sellers’ Knowledge, no investigation or review is pending or threatened by any Governmental Authority with respect to any alleged material violation by the Acquired Company of any Law.

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4.10 Permits. No Acquired Company is in default or violation in any material respect of any term, condition or provision of any material Permit. No material Permit will be impaired by the consummation of the transactions contemplated by this Agreement.

4.11 Employee Benefit Plans; Employees. Except as set forth on Section 4.11(a), no Acquired Company has any health, severance pay, salary continuation, bonus, incentive, stock option, restricted stock unit, retirement, workers’ compensation, pension, profit sharing or deferred compensation plans, contracts, programs, funds (“Employee Plans”). Except as set forth on Schedule 4.11(a), no Acquired Company makes or is required to make payments, transfers, or contributions in respect of any Employee Plans. Schedule 4.11(b) includes an accurate count of employees and leased personnel of each Acquired Company by location as of the date hereof.

4.12 Material Contracts.

(a) Set forth on Schedule 4.12(a) is a list of the following Contracts to which each Acquired Company is a party (the “Material Contracts”):

(i) each Contract relating to any partnership, joint venture, strategic alliance or sharing of profits;

(ii) each Contract limiting the right of the Acquired Company to (x) engage in or compete with any Person in any business or in any geographical area or (y) solicit or hire any Person or customers with respect to the business of the Acquired Company;

(iii) each collective bargaining Contract or other Contract with any labor union;

(iv) each material license of Intellectual Property except for licenses implied by the sale of goods and licenses to software generally commercially available;

(v) each Contract relating to the incurrence, assumption or guarantee of any material indebtedness or imposing a material Lien on any of the assets of any Acquired Company, other than TAT’s senior credit facility that imposes Liens on assets of the Acquired Companies that will be released at Closing;

(vi) each Contract providing for severance, retention, change in control or other similar payments or benefits to employees;

(vii) each Contract pertaining to employment arrangements with any officer, director, or key employee of any Acquired Company that provides for annual compensation in excess of $100,000;

(viii) each material Contract between any Acquired Company and TAT, any Seller, or any of their Subsidiaries other than another Acquired Company;

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(ix) each Contract relating to the acquisition (by merger, purchase of equity or assets or otherwise), since January 1, 2011, by any Acquired Company of any operating business or assets or the capital stock of any other Person to the extent that the acquisition is material to the Acquired Companies taken as a whole;

(x) each Contract relating to the sale of any of the assets, since January 1, 2009, of any Acquired Company other than in the ordinary course of business or for the grant to any Person of any preferential rights to purchase or otherwise acquire any of the capital stock or assets of such Acquired Company;

(xi) each loan agreement, note, mortgage, indenture and security agreement relating to Acquired Company Debt and all guarantees of the debt obligations of any third party;

(xii) each Contract pursuant to which any Acquired Company leases or subleases any Real Property or material personal property;

(xiii) each Contract that is a material master services agreement or similar agreement entered into with any third party, other than Dalea Partners, LP and its Affiliates;

(xiv) each letter of credit and each material performance bond or surety agreement;

(xv) each Contract involving a remaining commitment by any Acquired Company in excess of $100,000;

(xvi) any contracts or agreements to sell or otherwise dispose of any capital assets having a fair market value in excess of $100,000; and

(xvii) each material Contract with a Governmental Authority.

(b) Each Acquired Company has heretofore made available to Buyer copies of all Material Contracts. Each Material Contract is in full force and effect in all material respects and constitutes a legal, valid and binding obligation of the applicable Acquired Company, and, to such Sellers’ Knowledge, of the other parties thereto, subject only to the General Enforceability Exceptions. There is (i) no material breach or default by an Acquired Company or, to such Sellers’ Knowledge, by any third party under any Material Contract, and (ii) no event on the part of the Acquired Company, or, to Sellers’ Knowledge, on the part of any other third party under any Material Contract, has occurred which, with notice or lapse of time or both, would constitute a material breach or default by the Acquired Company or, to Sellers’ Knowledge, by any third party, would permit termination, modification or acceleration thereof by any party to such Material Contract.

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4.13 Legal Proceedings. Except as set forth on Schedule 4.13, there are no Actions (a) pending or, to Sellers’ Knowledge, threatened, against an Acquired Company or any of its properties or assets or (b) that challenge, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. No Acquired Company is subject to any material Order.

4.14 Intellectual Property. Except as set forth on Schedule 4.14:

(a) At Closing, the Acquired Companies will own the rights to the domain names set forth on Schedule 4.14;

(b) No Acquired Company owns any material Acquired Company IP;

(c) No Acquired Company owns any Acquired Company Registered Intellectual Property;

(d) To Sellers’ Knowledge, no Person is infringing on the Acquired Companies’ rights to the domain names set forth on Schedule 4.14;

(e) No Acquired Company has received written notice alleging that it infringes on any Intellectual Property rights of any third party; and

(f) Except as set forth on Schedule 4.14, no Acquired Company has received any written notice of any material claim and, to Sellers’ Knowledge, no material claim has been threatened in writing that alleges that any aspect of the business of an Acquired Company infringes or otherwise violates any third party’s right in or to such third party’s own Intellectual Property.

Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.14 are the sole representations and warranties of TAT, the Sellers and the Acquired Companies relating to Intellectual Property matters.

4.15 Insurance. Schedule 4.15 sets forth, as of the date of this Agreement, all policies of insurance in effect since January 1, 2010 held by or applicable to each Acquired Company setting forth, in respect of each such policy, the policy name, policy number, carrier, term, type and amount of coverage and annual premium. All unexpired policies are in full force and effect in all material respects, and the applicable Acquired Company has paid all premiums therefor other than any retroactive upward adjustment as to which none of TAT, any Seller or any Acquired Company has received written notification. Excluding insurance policies that have expired and been replaced in the ordinary course of business, no insurance policy has been cancelled by the insurer within the last two years and, to Sellers’ Knowledge, no written threat has been made by an insurer and received by TAT, any Seller or any Acquired Company to cancel any insurance policy held by or applicable to an Acquired Company during such period. None of TAT, any Seller or any Acquired Company has received written notification regarding any retroactive upward adjustment in premiums under any such insurance policies. Since January 1, 2011, there has not been any pending claim that has been denied or rejected by any insurer.

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4.16 Personnel. Except as set forth on Schedule 4.16, no Acquired Company is a party to or subject to any collective bargaining agreements, and, to Sellers’ Knowledge, (a) no labor union or other collective bargaining unit represents or claims to represent any Acquired Company’s employees, and (b) there is no union campaign being conducted to authorize a union with respect to any Acquired Company’s employees. Except as set forth on Schedule 4.16, since January 1, 2011, no Acquired Company has experienced any strike, material grievance or other collective bargaining dispute, and no such action is pending or, to Sellers’ Knowledge, threatened.

4.17 Environmental Matters. Except as set forth on Schedule 4.17:

(a) each Acquired Company is, and has been, in material compliance with all Environmental Laws, which compliance includes obtaining, maintaining and complying with all material Permits required under or pursuant to any Environmental Law;

(b) there has been no material Release of any Hazardous Material by an Acquired Company or at the Real Property that requires cleanup or remediation pursuant to any Environmental Law; and

(c) except as has been resolved prior to the date of this Agreement, no Acquired Company has (i) received written notice of material violation of any Environmental Law; or (ii) received any material written claim under any Environmental Law.

The representations and warranties in this Section 4.17 are the sole representations and warranties of the Acquired Company relating to compliance with and Liabilities arising under Environmental Laws, and the common law, relating to Hazardous Materials or relating to other environmental matters.

4.18 Conduct of Business in Ordinary Course. Except for the transactions contemplated hereby, as set forth on Schedule 4.18 or as permitted by Section 7.1 after the date of this Agreement, since the Balance Sheet Date, (a) each Acquired Company has conducted its business and operations in the ordinary course of business consistent with past practices, and (b) there has not been any change that has had a Material Adverse Effect on an Acquired Company.

4.19 No Brokers. Except as set forth on Schedule 4.19, no broker, finder or similar agent has been employed by or on behalf of TAT, any Seller or any Acquired Company, and no Person with which TAT, any Seller or any Acquired Company has had any dealings or communications of any kind is entitled to any brokerage commission, finder’s fee or any similar compensation, in connection with this Agreement or the transactions contemplated hereby.

4.20 Customers and Suppliers.

(a) Except as set forth on Schedule 4.20(a)(i), no Significant Customer of any Acquired Company has given written notice to such Acquired Company of its intent to terminate its business relationship with such Acquired Company or to materially limit its business relationship with such Acquired Company. The term “Significant Customer” means any of the ten largest third party customers, by dollar volume, of each Acquired Company during the period beginning January 1, 2011 and ending on the Balance Sheet Date. Schedule 4.20(a)(ii) contains a complete list of the Significant Customers of each Acquired Company and dollar volume of business with each Significant Customer during such period.

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(b) Except as set forth on Schedule 4.20(b)(i), no Significant Supplier of any Acquired Company has given written notice to such Acquired Company of its intent to terminate its business relationship with such Acquired Company or to materially limit its business relationship with such Acquired Company. The term “Significant Supplier” means any of the ten largest suppliers, by dollar volume, of each Acquired Company during the period beginning January 1, 2011 and ending on the Balance Sheet Date. Schedule 4.20(b)(ii) contains a complete list of the Significant Suppliers of each Acquired Company and dollar volume of business with each Significant Supplier during such period.

4.21 Accounts Receivable.

(a) Except as set forth on Schedule 4.21(a), the accounts receivable of each Acquired Company reflected on the books and records of the Acquired Company arose in the ordinary course of business and represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business.

(b) Schedule 4.21(b) includes a true and complete aged listing of the accounts receivable of the Acquired Companies.

4.22 Affiliate Transactions. Except as set forth on Schedule 4.22, no Acquired Company is a party to any material agreement or arrangement (whether oral or written) with TAT, any Seller, or any of their Subsidiaries other than another Acquired Company.

4.23 Directors and Officers. Schedule 4.23 sets forth a true and complete list of each director and officer of each of the Acquired Companies and the Acquired Company Subsidiaries.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF TAT AND SELLERS

Except (a) as set forth in the Schedules referenced in this Article V (collectively, the “Seller Disclosure Schedules”), which shall qualify the representations and warranties of TAT and Sellers set forth in this Article V and which shall be organized in parts corresponding to the numbering in this Article V with disclosures in each part specifically corresponding to or cross-referencing to a particular section (or subsection) of this Article V (subject to Section 12.15) or (b) as provided by this Agreement, TAT and Sellers represent and warrant to and for the benefit of Buyer that the following statements are true:

5.1 Organization and Standing. TAT and each Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

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5.2 Authority; Enforceability; Title.

(a) TAT and each Seller has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein, and this Agreement has been duly executed and delivered by TAT and each Seller and is the legal, valid and binding obligation of TAT and each Seller, enforceable against TAT and each Seller in accordance with its terms, except as limited by the General Enforceability Exceptions.

(b) Each Seller is the record and beneficial owner of the Shares set forth on Schedule 1, and has good and valid title to such Shares free and clear of all Liens. Upon the consummation of the transactions contemplated by this Agreement and in accordance with the terms hereof, at the Closing, Buyer will acquire good and valid title to the Shares, free and clear of all Liens, other than Liens created by Buyer.

5.3 Consents. Except as set forth on Schedule 4.4(c), no Consent is required to be obtained by TAT or any Seller for the consummation by TAT and Sellers of the transactions contemplated by this Agreement.

5.4 Budget. TAT has provided Buyer a true and complete copy of the exploration and development budget of TAT and Sellers as of the date of this Agreement for the year ending December 31, 2012. TAT’s board of directors has not authorized, and does not presently anticipate authorizing, any material modifications of such budget, absent a material change in the economic and operational assumptions underlying such budget; provided, that any modification of such budget shall be entirely within the discretion and business judgment of TAT’s board of directors and Buyer shall not be entitled to indemnification for any Losses resulting from (a) failure to expend any funds under such budget or (b) any modifications to such budget that occur after the Closing.

5.5 Selling Expenses. No Acquired Company is liable or responsible for any Selling Expenses incurred by or on behalf of TAT, any Seller, or any Acquired Company.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

Except (a) as set forth in the Schedules referenced in this Article VI (collectively, the “Buyer Disclosure Schedules”), which shall qualify the representations and warranties of Buyer set forth in this Article VI and which shall be organized in parts corresponding to the numbering in this Article VI with disclosures in each part specifically corresponding to or cross-referencing to a particular section (or subsection) of this Article VI (subject to Section 12.15) or (b) as provided by this Agreement, Buyer represents and warrants to and for the benefit of the Acquired Companies (prior to the Closing), TAT and Sellers that the following statements are true:

6.1 Investment Intent. The Shares are being acquired by Buyer for investment only and not with a view to distribution in violation of the Securities Act.

6.2 Organization and Standing. Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Oklahoma. Buyer is duly qualified to do business, and in good standing, in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on Buyer.

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6.3 Authorization, Validity and Effect. Buyer has all the requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as limited by the General Enforceability Exceptions.

6.4 No Conflict; Required Filings and Consents.

(a) Neither the execution and delivery of this Agreement by Buyer, nor the consummation by Buyer of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provisions of any Organizational Document of Buyer, (ii) constitute or result in the material breach of any term, condition or provision of, or constitute a material default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of any material Lien upon, any property or assets of Buyer or, pursuant to any material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be subject, or (iii) subject to receipt of the requisite approvals referred to on Schedule 6.4(b), materially violate any Order or Law applicable to Buyer or any of its properties or assets.

(b) Other than as set forth on Schedule 6.4(b), no Consent is necessary for the consummation by Buyer of the transactions contemplated by this Agreement.

6.5 Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against Buyer that would adversely affect Buyer’s performance under this Agreement or the consummation of the transactions contemplated hereby.

6.6 Financing. Buyer has provided TAT with a true and complete copy of the Financing Letter, and the Financing Letter has not been modified, withdrawn, or terminated by any party thereto.

6.7 No Brokers. Other than Credit Suisse Securities (Europe) Limited, (a) no broker, finder or similar agent has been employed by or on behalf of Buyer, and (b) neither Buyer nor any Person with which Buyer has had any dealings or communications of any kind is entitled to any brokerage commission, finder’s fee or any similar compensation, in connection with this Agreement or the transactions contemplated hereby.

6.8 Disclaimer. Buyer acknowledges and agrees that, except for the representations and warranties made by TAT, Sellers, and the Acquired Companies that are expressly set forth in this Agreement or any Certificate, TAT, Sellers, and the Acquired Companies expressly disclaim all representations and warranties of any kind (whether express or implied), including any implied warranties of merchantability or fitness for a particular purpose.

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ARTICLE VII

COVENANTS AND AGREEMENTS

7.1 Interim Operations. Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, except as set forth on Schedule 7.1 or as contemplated by this Agreement, unless Buyer has previously consented in writing or as required by applicable Law, the Acquired Companies will, and TAT and Sellers will cause the Acquired Companies to, (i) conduct their operations in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve (A) present business operations, organization (including employees, but specifically excluding officers and directors) and goodwill and (B) present relationships with suppliers and customers having business dealings with the Acquired Companies and (iii) maintain all assets and properties of, or used by, the Acquired Companies in their current condition (ordinary wear and tear excepted). Without limiting the foregoing, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, except as set forth on Schedule 7.1 or as contemplated by this Agreement, unless Buyer has previously consented in writing, N. Malone Mitchell 3^rd or Dustin Guinn has previously directed (within their existing authority) or requested, in each case in writing, or as required by applicable Law, no Acquired Company shall, nor shall TAT or Sellers permit any Acquired Company to, do any of the following:

(a) incur any indebtedness for borrowed money or issue any long-term debt securities or assume, guarantee or endorse such obligations of any other Person, except for indebtedness incurred in the ordinary course of business under lines of credit existing on the date hereof;

(b) except in the ordinary course of business, (i) acquire any material property or assets, (ii) mortgage or encumber any material property or assets other than Permitted Liens, or (iii) cancel any debts owed to or claims held by the Acquired Companies;

(c) other than in the ordinary course of business, enter into, amend, modify or terminate any Material Contract;

(d) (i) enter into, adopt, amend or terminate any agreement relating to the compensation, bonus, benefits provided to or severance of any employee of, or any employee to be transferred at Closing to, any Acquired Company or (ii) terminate without cause the employment of any employee of, or any employee to be transferred at Closing to, any Acquired Company, in each case other than in the ordinary course of business, except to the extent required by Law or any existing agreements;

(e) make any material change to the Acquired Companies’ accounting (including Tax accounting) methods, principles or practices, except as may be required by GAAP or changes in Law;

(f) make any amendment to any Acquired Company’s Organizational Documents;

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(g) issue or sell any capital stock or options, other equity securities, warrants, calls, subscriptions or other rights to purchase any capital stock or other equity securities of any Acquired Company of any of its Subsidiaries or split, combine or subdivide the capital stock or other equity securities of an Acquired Company or any of its Subsidiaries;

(h) (i) make, change or revoke any material Tax election, settle or compromise any material Tax claim or liability or enter into a settlement or compromise, or change (or make a request to any taxing authority to change) any material aspect of its method of accounting for Tax purposes, in each case with respect an Acquired Company, (ii) enter into any material closing agreement, or consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of Taxes or (iii) prepare or file any Tax Return related an Acquired Company (or any amendment thereof) unless such Tax Return shall have been prepared in a manner consistent with past practice and Sellers shall have provided Buyer a copy thereof (together with supporting papers) at least ten Business days prior to the due date thereof for Buyer to review and approve (such approval not to be unreasonably withheld or delayed);

(i) take any action which would materially and adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; or

(j) agree to take any of the actions described in sub-clauses (a) through (i) above.

Nothing contained in this Section 7.1 or elsewhere in this Agreement shall preclude any Acquired Company, in the Acquired Company’s sole discretion, from making distributions to its equity holder(s) prior to the Effective Date, and from and after the Effective Date, no Acquired Company shall make any distributions of cash or other assets to its equity holder(s) but shall not be prohibited from making cash management transfers related to expenses of the Acquired Companies paid directly by TAT or any Seller in the ordinary course of business consistent with past practices.

7.2 Reasonable Access; Confidentiality.

(a) From the date hereof until the Closing Date or the earlier termination of this Agreement, and subject to applicable Law, the Acquired Companies shall, and TAT and Sellers will cause the Acquired Companies to, (i) give Buyer and its representatives, upon reasonable notice to the Acquired Companies, reasonable access, during normal business hours, to the officers, employees, agents, assets, properties, books, records and agreements of the Acquired Companies, (ii) permit Buyer to make such inspections (but excluding environmental testing and soil or groundwater sampling without the applicable Acquired Company’s prior written consent) as Buyer may reasonably require and (iii) furnish to Buyer during such period all such information relating to the Acquired Companies as Buyer may from time to time reasonably request; provided, that (A) such activities shall not unreasonably disrupt the operations of the Acquired Companies and (B) the Acquired Companies shall have no obligation to make available any information

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if making such information available may jeopardize any attorney-client or other legal privilege or contravene any applicable Law or Contract (including any confidentiality agreement to which the Acquired Companies or any of their respective Affiliates is a party).

(b) Subject to Section 7.3, each Party agrees that it shall not, and each shall cause its Affiliates and representatives not to, without the prior written consent of Buyer, in the case of TAT, any Seller, or any Acquired Company, or TAT, in the case of Buyer, directly or indirectly, reveal, divulge, disclose or communicate (whether orally in writing) to any Person in any manner whatsoever information of any kind, nature or description concerning or relating to the business, assets or Liabilities of any other Party; provided, however, the forgoing shall not apply to any such information which (i) in the case of Buyer after the Closing, relates to any of the Acquired Companies, (ii) at the time of disclosure or thereafter is generally available to the public (other than as a result of its disclosure by a Party hereto or any of its Affiliates or representatives in breach of this Section 7.2(b)) or (iii) was or is required to be disclosed by a Party pursuant to an ongoing contract in effect as of the date hereof, provided that such disclosure is subject to a confidentiality obligation in favor of such Party. If this Agreement is terminated prior to Closing for any reason, this Section 7.2(b) shall remain in effect until December 31, 2012, and after such date this Section 7.2(b) shall no longer have any force or effect.

7.3 Publicity. Except as may be required to comply with the requirements of any applicable Law, no party will issue any press release or other public announcement relating to the subject matter of this Agreement or the transactions contemplated hereby without the prior approval (which approval will not be unreasonably withheld or delayed) of (a) with respect to such releases or announcements by Buyer or an Acquired Company (from and after the Closing Date), TAT or (b) with respect to such releases or announcements by TAT, any Seller or any Acquired Company (prior to the Closing Date), Buyer; provided, however, that, after the Closing, each of Buyer, TAT and any Seller will be entitled to issue a “tombstone” or similar advertisement without obtaining such prior approval so long as such “tombstone” or similar advertisement does not refer to the consideration paid or payable pursuant to this Agreement; provided, further, that notwithstanding the foregoing, TAT shall be permitted to issue any press release or other public announcement in order to comply with its reporting obligations under the rules and regulations of the Securities and Exchange Commission, the NYSE Amex or the Toronto Stock Exchange. The parties shall endeavor to mutually agree upon the wording of such press release or other public announcement, but in the absence of such mutual agreement, TAT shall be entitled to disclose such matters as it shall be advised by legal counsel are necessary and appropriate to comply with applicable Law.

7.4 Records. With respect to the financial books and records and minute books of the Acquired Companies: (a) for a period of five years after the Closing Date, neither Buyer nor any Seller shall cause or permit their destruction or disposal without first offering to surrender them to the other party, and (b) where there is legitimate purpose, including, without limitation, an audit of any party by the United States Internal Revenue Service or any other Taxing Authority or an indemnification claim by a party pursuant to Article X hereof, Buyer and Sellers, as applicable, shall allow the other party and its representatives access to such books and records during` regular business hours. As a condition of granting such access, Buyer or Sellers, as applicable, may require the other party to enter into a customary confidentiality agreement with respect to such matters.

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7.5 Indemnification of Directors and Officers. For a period of five years after the Closing, TAT and Sellers will cause their Organizational Documents to contain the same provisions with respect to the indemnification of directors and officers of the Acquired Companies as those contained in the Organizational Documents of TAT and Sellers as of the date of this Agreement.

7.6 Certain Notices; Supplemental Disclosure.

(a) During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement, Buyer shall promptly advise Sellers in writing if it becomes aware of (i) the occurrence, or non-occurrence, of any event of which it has knowledge, which has caused any representation or warranty made by it to be untrue or inaccurate in any material respect at any time after the date of this Agreement and prior to the Closing; and (ii) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

(b) During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement, TAT, Sellers, and the Acquired Companies shall advise Buyer in writing if any of them becomes aware of (i) an occurrence, or non-occurrence, of any event, which has caused any representation or warranty made by any of them to be untrue or inaccurate in any material respect at any time after the date of this Agreement and prior to the Closing; and (ii) any material failure on their part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. If any such event requires any change to the Acquired Company Disclosure Schedules or the Seller Disclosure Schedules, TAT, Sellers, and the Acquired Companies shall promptly deliver to Buyer a supplement to such Schedules specifying such change, and in any event shall provide such supplement no later than two days prior to Closing. No update of the Seller Disclosure Schedules or the Acquired Company Disclosure Schedules that relates to any matter or circumstance that existed at or prior to the date of this Agreement shall (a) have any effect for the purposes of determining the satisfaction of conditions to Closing set forth in Article VIII hereof or (b) relieve TAT, Sellers or the Acquired Companies of liability or diminish any right or remedies of Buyer with respect to (i) any breach of representation or warranty made to Buyer in this Agreement or (ii) any breach of, or failure to perform, any covenant or obligation contained in this Agreement. With respect to any update of the Seller Disclosure Schedules or the Acquired Company Disclosure Schedules that relates to any material matter or circumstance that first arose after the date of this Agreement, if Buyer elects to close the transactions notwithstanding such update, (a) such update shall be deemed to have modified the representations and warranties of TAT, Sellers, and the Acquired Companies, as applicable, (b) Buyer shall have been deemed to have waived any condition to its obligation to close the transactions contemplated by this Agreement relating solely to such matter or circumstance, and (c) Buyer shall not be entitled to any indemnification with respect to the matter or circumstance described in such update.

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7.7 Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including (a) obtaining all of the Consents and the making of all filings and the taking of all steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Authority, including without limitation all anti-competition filings with or Consents of any Governmental Authorities required with respect to the transactions contemplated by this Agreement, (b) obtaining the necessary consents from third parties, (c) defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.

7.8 No Shop. None of TAT, Sellers or the Acquired Companies shall, and each shall cause their respective officers, directors, subsidiaries, partners, Affiliates and representatives not to, directly or indirectly, (a) solicit, initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into or encourage the submission of any proposal or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition Proposal”), or (b) participate in any discussions or negotiations regarding, furnish or cause to be furnished to any Person any information with respect to the business, operations, properties or assets of the Acquired Companies or assist or participate in, or facilitate in any other manner any effort or attempt by any Person to pursue any Acquisition Proposal; provided, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than Buyer) to effect an Acquisition Proposal, including the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause their respective subsidiaries and representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Proposal.

7.9 Restrictive Covenants.

(a) Non-Competition by Selling Group. As a material and valuable inducement for Buyer to enter into this Agreement and consummate the transactions provided for herein, each member of the Selling Group agrees that during the Restricted Period, such Selling Group member will not, without the prior written consent of Buyer, engage directly or indirectly, for its own benefit or for third parties, in providing any of the following: acid stimulation; cementing; coiled tubing; well-site dirt and construction; drilling fluids and services, drilling rigs; directional drilling (inclusive of down hole

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motors and tools); fracture stimulation; mud logging; nitrogen; rentals and fishing tools; trucking; underbalanced services; roustabout services; collection of geophysical data; and all ancillary or related services (the “Restricted Business”), either as employer, consultant, agent, principal, proprietor, partner (general or limited), shareholder, member, manager, managing member, advisor, joint venturer, investor, lender, independent contractor or in any other individual or representative capacity, in the Restricted Region; provided, that nothing contained herein shall be construed to prevent any member of the Selling Group from investing in the capital stock of any Restricted Business listed on a national securities exchange or traded in the over-the-counter market so long as such member of the Selling Group is not actively involved in the management of such Restricted Business and does not own more than 1% of the stock of such entity. The “Restricted Period” shall mean a period of five years from the Closing Date to the fifth anniversary of the Closing Date.

(b) Acquisitions by Selling Group. If during the Restricted Period any member of the Selling Group (the “Acquirer”) acquires any interest in any Person engaged in a Restricted Business that would otherwise be prohibited by Section 7.9(a), the Acquirer will give Buyer written notice of such acquisition within ten days after the consummation of such acquisition (the “Acquisition Notice”). Following delivery of the Acquisition Notice, the Acquirer shall provide Buyer with access to such information regarding the Offered Business (as defined below) as Buyer may reasonably request and shall promptly respond to Buyer’s questions regarding the Offered Business. Buyer shall have the right to purchase from the Acquirer the portion of such Person’s business constituting the Restricted Business (the “Offered Business”) on the terms set forth in this Section 7.9(b). The Acquisition Notice shall include the Acquirer’s proposed purchase price for the Offered Business, which shall be the Acquirer’s reasonable allocation of the total consideration paid by the Acquirer for the interest acquired by it to the portion of such consideration attributable to the Offered Business. If Buyer desires to purchase the Offered Business, Buyer shall notify the Acquirer of such desire in writing not later than 60 days after the Acquirer has provided Buyer access to the information regarding the Offered Business, as set forth above, which notice shall include the purchase price and terms upon which Buyer offers to purchase the Offered Business (the “Offer Notice”). If Buyer fails to timely deliver an Offer Notice, Buyer’s right to purchase the Offered Business shall terminate, and the Acquirer shall be entitled to operate (but not expand) the Offered Business, for its own benefit but not for the purpose of providing such services to third parties, in substantially the manner operated prior to the acquisition of the Offered Business for the remainder of the Restricted Period. If Buyer timely delivers an Offer Notice, the Offer Notice shall either (i) accept the purchase price proposed in the Acquisition Notice, in which case Buyer shall be obligated to purchase, and the Acquirer shall be obligated to sell, the Offered Business on the terms set forth in the Acquisition Notice within 30 days after such Offer Notice is delivered by Buyer, or (ii) notify the Acquirer that Buyer disputes Acquirer’s allocation of the total consideration paid by the Acquirer for the interest acquired by it to the portion of such consideration attributable to the Offered Business, in which event the parties shall engage Hadco International Appraisal Services (“Hadco”) to appraise the Offered Business. If the price in such appraisal is higher than the purchase price provided in the Offer Notice, Buyer shall pay the fees and expenses of Hadco or, if the price in such appraisal is lower

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than the purchase price provided in the Offer Notice, Acquirer shall pay the fees and expenses of Hadco. Within ten days following receipt of Hadco’s appraisal of the Offered Business, Buyer may revoke its offer to purchase the Offered Business, in which case, Acquirer shall be entitled to operate (but not expand) the Offered Business, for its own benefit but not for the purpose of providing such services to third parties, in substantially the manner operated prior to the acquisition of the Offered Business for the remainder of the Restricted Period. If Buyer does not timely revoke such offer, Acquirer shall be obligated to sell, and Buyer shall be obligated to purchase, the Offered Business at the price set forth in the appraisal within 30 days after the appraisal is delivered to Buyer.

(c) Non-Competition by Buyer. Buyer agrees that during the Restricted Period, Buyer will not, and Buyer will cause its Subsidiaries not to, without the prior written consent of TAT, engage directly or indirectly in oil and gas exploration and production, either as employer, consultant, agent, principal, proprietor, partner (general or limited), shareholder, member, manager, managing member, advisor, joint venturer, investor, lender, independent contractor or in any other individual or representative capacity, in the Restricted Region; provided, that nothing contained herein shall be construed to prevent Buyer or any of its Subsidiaries from investing in the capital stock of any Person engaged in oil and gas exploration and production that is listed on a national securities exchange or traded in the over-the-counter market so long as Buyer or such Subsidiary is not actively involved in the management of such Person and does not own more than 1% of the stock of such entity.

(d) Acquisitions. If during the Restricted Period, Buyer acquires any interest in any Person engaged in oil and gas exploration and production in the Restricted Region (the “E&P Business”), Buyer will give TAT written notice of such acquisition within ten days after the consummation of such acquisition (the “E&P Acquisition Notice”). Following delivery of the E&P Acquisition Notice, Buyer shall provide TAT with access to such information regarding the E&P Business as TAT may reasonably request and shall promptly respond to TAT’s questions regarding the E&P Business. TAT shall have the right to purchase from Buyer the portion of such Person’s business constituting the E&P Business on the terms set forth in this Section 7.9(d). The E&P Acquisition Notice shall include Buyer’s proposed purchase price for the E&P Business, which shall be Buyer’s reasonable allocation of the total consideration paid by Buyer for the interest acquired by it to the portion of such consideration attributable to the E&P Business. If TAT desires to purchase the E&P Business, TAT shall notify Buyer of such desire in writing not later than 60 days after Buyer has provided TAT access to the information regarding the E&P Business, as set forth above, which notice shall include the purchase price and terms upon which TAT offers to purchase the E&P Business (the “E&P Offer Notice”). If TAT fails to timely deliver an Offer Notice, TAT’s right to purchase the E&P Business shall terminate, and Buyer shall be entitled to operate the E&P Business in substantially the manner operated prior to the acquisition of the E&P Business for the remainder of the Restricted Period but shall not be entitled to expand beyond the geographic area in which the E&P Business was permitted to operate prior to Buyer’s acquisition thereof. If TAT timely delivers an E&P Offer Notice, the E&P Offer Notice shall either (i) accept the purchase price proposed in the E&P Acquisition Notice, in

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which case TAT shall be obligated to purchase, and Buyer shall be obligated to sell, the E&P Business on the terms set forth in the E&P Acquisition Notice within 30 days after such E&P Offer Notice is delivered by TAT, or (ii) notify Buyer that TAT disputes Buyer’s allocation of the total consideration paid by Buyer for the interest acquired by it to the portion of such consideration attributable to the E&P Business, in which event that parties shall engage a reputable appraiser to be agreed upon by Buyer and TAT to appraise the E&P Business. If Buyer and TAT are not able to agree on an appraiser, each shall select an appraiser, and such appraisers shall jointly select a third appraiser to appraise the E&P Business (such appraiser, or the appraiser agreed upon by Buyer and TAT, the “Appraiser”). If the price in such appraisal is higher than the purchase price provided in the E&P Offer Notice, TAT shall pay the fees and expenses of the Appraiser or, if the price in such appraisal is lower than the purchase price provided in the E&P Offer Notice, Buyer shall pay the fees and expenses of the Appraiser. Within ten days following receipt of the appraisal of the E&P Business, TAT may revoke its offer to purchase the E&P Business, in which case, Buyer shall be entitled to operate the E&P Business in substantially the manner operated prior to the acquisition of the E&P Business for the remainder of the Restricted Period but shall not be entitled to expand beyond the geographic area in which the E&P Business was permitted to operate prior to Buyer’s acquisition thereof. If TAT does not timely revoke such offer, Buyer shall be obligated to sell, and TAT shall be obligated to purchase, the E&P Business at the price set forth in the appraisal within 30 days after the appraisal is delivered to TAT.

(e) Non-Solicitation of Clients and Customers. During the Restricted Period, each member of the Selling Group agrees that it shall not (i) solicit clients or customers of any Acquired Company for the purpose of engaging in the Restricted Business or (ii) encourage any of such clients or customers to reduce or terminate its business with any of the Acquired Companies. During the Restricted Period, Buyer agrees that it shall not (i) solicit clients or customers of TAT or any Seller for the purpose of engaging in oil and gas exploration and production or (ii) encourage any of such clients or customers to reduce or terminate its business with TAT or any Seller.