Exhibit 10.1

FORM OF

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of             , 2016, is entered into by and among each of the holders listed on the signature pages hereto (each a “Holder” and, collectively, the “Holders”), and W&T Offshore, Inc., a Texas corporation (the “Company”).

WHEREAS, the Company is commencing an offer to exchange (the “Exchange Offer”) up to 100% of its outstanding 8.50% Senior Notes due 2019 (the “Existing Notes”) issued under the Indenture, dated as of June 10, 2011 (the “Indenture”), by and among the Company, the subsidiary guarantors identified therein and Wilmington Trust, National Association (as successor trustee to Wells Fargo Bank, National Association) (the “Trustee”), for (assuming 100% participation) (i) 62,100,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), which will represent approximately 45% of the Company’s Total Equity (as defined below) upon Consummation (as defined below), of the Company (the “Shares”), (ii) $202.5 million aggregate principal amount of new second lien exchange notes due May 2020 on terms substantially identical to the existing 9.00% second lien term loans (the “Existing Term Loan”), except that the interest on the new second lien exchange notes may be paid in kind at the option of the Company at a rate of 10.75% per annum for the 18 months after issuance and is otherwise payable in cash at a rate of 9.00% per annum (the “New Second Lien Notes”) and (iii) $180 million aggregate principal amount of new unsecured exchange notes due June 2021 (the “New Unsecured Notes”) on terms substantially identical to the Existing Notes, except that the interest on the New Unsecured Notes may be paid in kind at a rate of 10.00% per annum for the first 2 years after issuance and is otherwise payable in cash at a rate of 8.50% per annum, in each case, on the terms and subject to the conditions more fully set forth in the Offering Memorandum (as it may be amended and supplemented from time to time in a manner pursuant to the terms and subject to the conditions set forth herein, the “Offering Memorandum”, the Offering Terms Sections (as defined below) of which are attached hereto as Exhibit A), to be dated on or prior to the Required Launch Date (as defined below);

WHEREAS, the Company and certain Holders have entered into commitment papers whereby such Holders have agreed to provide up to $75,000,000 in additional capital through borrowings under a secured term loan facility to be entered into on or around the same date as the Consummation (as defined below) (such term loan financing, the “New Capital Financing” and, together with the Exchange Offer and the other transactions contemplated hereby, the “Transactions”);

WHEREAS, as of the date hereof, Holders Beneficially Own (as defined below) the Subject Existing Notes (as defined below); and

WHEREAS, in order to induce the Company to consummate the Exchange Offer, each Holder has agreed to enter into this Agreement.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Definitions.

(a) “Additional Note Purchase” has the meaning set forth in Section 7(b) hereto.

(b) “Agreement” has the meaning set forth in the introductory paragraphs herein.

(c) “Antitrust Laws” means the Hart-Scott-Rodino Antitrust Improvement Acts of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and any similar law enforced by any governmental antitrust entity of any jurisdiction regarding pre-acquisition notifications for the purpose of competition reviews of mergers and acquisitions, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and all other applicable laws that are designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or effectuating foreign investment.

(d) “Beneficially Own” or “Beneficial Owner” with respect to any securities and any Person means that such Person owns such securities or such securities are owned by an investment fund over which such Person has sole investment and management authority.

(e) “Business Day” means a day other than a Saturday, Sunday or a day on which banking institutions are not required to be open in the State of New York.

(f) “Commission” means the Securities and Exchange Commission.

(g) “Common Stock” has the meaning set forth in the introductory paragraphs herein.

(h) “Company Group” means the Company and its direct and indirect subsidiaries.

(i) “Company Reports” has the meaning set forth in Section 5(j) hereto.

(j) “Confidentiality Agreement” means a confidentiality agreement entered into between the Company and a Holder in connection with evaluation of the Transactions, as amended and supplemented.

(k) “Consummation” means the successful consummation of the Exchange Offer on or prior to the End Date, all on the terms and conditions set forth herein and in the Offering Memorandum.

(l) “Consummation Conditions” has the meaning set forth in Section 3(b) hereto.

2

(m) “Early Tender Deadline” means August 8, 2016.

(n) “Effective Date” shall mean the date that this Agreement shall become effective and that the obligations contained herein shall become binding and shall be the date that the Minimum Threshold Condition (as defined below) shall be satisfied; provided that the provisions of Section 23 hereof shall apply to signatories to this Agreement from the date of execution.

(o) “End Date” means September 15, 2016, as such date may be extended pursuant to the terms hereof.

(p) “Enforceability Exceptions” has the meaning set forth in Section 4(c) hereto.

(q) “Exchange Act” has the meaning set forth in Section 5(j) hereto.

(r) “Exchange Consideration” means for each $1,000.00 face amount of Existing Notes, (i) if tendered prior to the Early Tender Deadline, (A) 69 Shares, (B) $225 in principal amount of the New Second Lien Notes and (C) $200 in principal amount of New Unsecured Notes, and (ii) if tendered on or after the Early Tender Deadline, (A) 69 Shares, (B) $200 in principal amount of the New Second Lien Notes and (C) $200 in principal amount of New Unsecured Notes.

(s) “Exchange Offer” has the meaning set forth in the introductory paragraphs herein.

(t) “Existing Notes” has the meaning set forth in the introductory paragraphs herein.

(u) “Existing Term Loan” has the meaning set forth in the introductory paragraphs herein.

(v) “First Lien Credit Agreement” has the meaning set forth in Section 3(b) hereto.

(w) “GAAP” has the meaning set forth in Section 5(l) hereto.

(x) “Governmental Authority” means any federal, state, local or foreign government, political subdivision, legislature, court, agency, department, bureau, commission or other governmental or quasi-governmental, regulatory or administrative authority, body or instrumentality, or any other Person lawfully empowered by any of the foregoing.

(y) “Holder” has the meaning set forth in the introductory paragraphs herein.

(z) “Holder Group” means each Holder, each of such Holder’s successors and assigns, and each of their respective members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives or their respective affiliated entities.

3

(aa) “HSR Act” has the meaning set forth in the definition of “Antitrust Laws.”

(bb) “HSR Approval” means, to the extent applicable, any waiting period applicable to the Transactions under the HSR Act shall have expired or been terminated, and no Governmental Authority shall have applied for an injunction or other order under the Antitrust Laws of the United States or any state thereof with respect to the Exchange Offer.

(cc) “Indenture” has the meaning set forth in the introductory paragraphs herein.

(dd) “Material Adverse Effect” means any event, individually or in the aggregate, that (i) would reasonably be expected to have a material adverse effect on the consummation of the Transactions or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company Group as a whole.

(ee) “Minimum Tender Condition” has the meaning set forth in Section 3(b)(3).

(ff) “Minimum Threshold Condition” has the meaning set forth in Section 3(a) hereto.

(gg) “New Capital Financing” has the meaning set forth in the introductory paragraphs herein.

(hh) “New Second Lien Notes” has the meaning set forth in the introductory paragraphs herein.

(ii) “New Second Lien Notes Indenture” means the indenture governing the New Second Lien Notes substantially in accordance with the terms set forth in Exhibit E attached hereto.

(jj) “New Unsecured Notes” has the meaning set forth in the introductory paragraphs herein.

(kk) “New Unsecured Notes Indenture” means the indenture governing the New Unsecured Notes substantially in accordance with the terms set forth in Exhibit F attached hereto.

(ll) “Offering Memorandum” has the meaning set forth in the introductory paragraphs herein.

(mm) “Offering Terms Sections” means the sections of the Offering Memorandum attached hereto as Exhibit A.

(nn) “Participant” means each Holder and each other holder of an Existing Note that is a party now or hereafter to a contract, agreement, commitment or other obligation (written or oral) on substantially identical terms as this Agreement (each, a “Participant Agreement”).

4

(oo) “Permitted Modifications” has the meaning set forth in Section 7(d) hereto.

(pp) “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

(qq) “Qualified Marketmaker” has the meaning set forth in Section 6(a)(2) hereto.

(rr) “Registrable Securities” has the meaning set forth in the definition of “Registration Expenses.”

(ss) “Registration Expenses” means all expenses incident to the Company’s performance under or compliance with any agreement to effect the registration of the Common Stock issued in the Exchange Offer (in such context, the “Registrable Securities”) or an underwritten offering covered under such agreement, and the disposition of such Registrable Securities including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Company, including the expenses of any special audits or “comfort” letters required by or incident to such performance and compliance.

(tt) “Required Holders” means Holders who collectively represent at least 66.67% of the aggregate principal amount of Subject Existing Notes held by all Holders executing this Agreement.

(uu) “Required Launch Date” has the meaning set forth in Section 2(a) hereto.

(vv) “Securities Act” has the meaning set forth in Section 5(j) hereto.

(ww) “Selling Expenses” means all underwriting fees, discounts and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities.

(xx) “Shares” has the meaning set forth in the introductory paragraphs herein.

(yy) “Subject Existing Notes” means, with respect to each Holder party to this Agreement, (i) the Existing Notes Beneficially Owned by such Holder as of the date of this Agreement and listed in a separate written agreement between such Holder and the Company and (ii) any additional Existing Notes which such Holder acquires Beneficial Ownership of prior to the End Date.

(zz) “Termination Date” has the meaning set forth in Section 8(a) hereto.

(aaa) “Total Equity” means all of the Common Stock and all warrants, options or other rights to acquire Common Stock (but excluding any debt security that is convertible into, or exchangeable for, Common Stock) of the Company as of the date of Consummation.

5

(bbb) “Transactions” has the meaning set forth in the introductory paragraphs herein.

(ccc) “Transfer” means, in the case of a Holder, to, directly or indirectly, (i) sell, assign or transfer, (ii) pledge, encumber, create any participation or grant any proxy or option, in each case, such as would prevent, preclude, hinder or delay the ability of such Holder from fulfilling its obligations under this Agreement or (iii) enter into any agreement, commitment or other arrangement to do any of the foregoing.

(ddd) “Trustee” has the meaning set forth in the introductory paragraphs herein.

(eee) “Valid Withdrawal Condition” means any amendment, modification, supplement or waiver to or other alteration is made to any of the terms and conditions of the Exchange Offer or the Shares, the New Second Lien Notes or the New Unsecured Notes (in each case, except for Permitted Modifications (as defined below)).

2. The Exchange Offer and Tender Agreement.

(a) The Company shall, no later than 9:00 a.m., New York City time, on the 5th Business Day after the Effective Date (the “Required Launch Date”), announce the Company’s pursuit of the Exchange Offer and concurrently launch the Exchange Offer on the terms set forth herein. The announcement of the Exchange Offer shall be posted to holders of Existing Notes on The Depositary Trust Company’s Automated Tender Offer Program.

(b) Subject to the terms and conditions set forth herein and in the Offering Memorandum and provided that this Agreement has not been terminated pursuant to Section 8, each Holder agrees that prior to 5:00 p.m., New York City time, on the End Date, it will accept the Exchange Offer and cause its Subject Existing Notes to be validly tendered and deposited in accordance with the terms and conditions of the Exchange Offer.

(c) Each Holder shall be deemed to have automatically withdrawn its acceptance of the Exchange Offer and revoked its tender of its Subject Existing Notes without any further action by such Holder if this Agreement is terminated pursuant to Section 8.

(d) If a Valid Withdrawal Condition described in Section 1(eee) has occurred at any time, each Holder may, at its sole and absolute discretion by providing written notice to the Company, withdraw its tender of its Subject Existing Notes and then (i) elect to participate in the Exchange Offer on such modified, amended or altered terms, (ii) elect not to participate in the Exchange Offer, or (iii) elect to participate in the Exchange Offer by tendering a lesser or greater aggregate principal amount of Subject Existing Notes, in each case, pursuant to the terms of this Agreement and the Offering Memorandum. Notwithstanding anything herein to the contrary, if a Valid Withdrawal Condition occurs, any written notice by any Holder to the Company shall be sufficient to withdraw such Holder’s Subject Existing Notes regardless of whether such Holder validly withdraws its Subject Existing Notes tendered prior to the expiration of the Exchange Offer.

6

3. Conditions.

(a) The obligations of the Parties to consummate the Transactions and the effectiveness of this Agreement with respect to such obligations are subject to the execution and delivery of signature pages for this Agreement and/or any other Participant Agreements by (i) in each case, the Company, and (ii) Participants that collectively hold no less than 70% of the aggregate principal amount of the Existing Notes (the “Minimum Threshold Condition”) (it being understood, for the avoidance of doubt, that, upon execution by the Parties, the Parties shall be bound by and subject to the terms of this Agreement, except as described above).

(b) The Consummation of the Exchange Offer is subject to the satisfaction of the conditions precedent set forth in the Offering Memorandum (collectively, the “Consummation Conditions”), including, among other things:

7

4. Representations and Warranties of each Holder. Each Holder, severally and not jointly, hereby represents and warrants to the Company, and acknowledges that the Company is relying on such representations and warranties, as follows:

(a) Such Holder, if not a natural person, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) As of the date hereof, such Holder (or a fund or account managed by such Holder) Beneficially Owns (free and clear of any encumbrances or restrictions that would prevent such Holder’s compliance with its obligations hereunder) the Subject Existing Notes set forth next to such Holder’s name under the column entitled “Principal Amount of Existing Notes” on Schedule A to the side letter entered into between such Holder and the Company with respect to such Holder’s Subject Existing Notes.

(c) Such Holder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly executed and delivered by such Holder, and upon its execution and delivery by each of the other parties hereto, will constitute a legal, valid and binding obligation of such Holder, enforceable against such Holder by the other parties hereto in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally, and the availability of injunctive relief and other equitable remedies (collectively, the “Enforceability Exceptions”).

(d) No filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Agreement by such Holder and the consummation by such Holder (or any applicable fund or account managed by such Holder) of the Transactions.

(e) Such Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

8

5. Representations and Warranties of the Company. The Company hereby represents and warrants to each Holder, and acknowledges that each Holder is relying on such representations and warranties, as follows:

(a) The Company is duly organized, validly existing and in good standing under the laws of the State of Texas and each of its subsidiaries has been duly incorporated or formed, as applicable, and is validly existing, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable.

(b) The Company has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company, and upon its execution and delivery by Holders, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.

(c) The execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including commencement of the Exchange Offer by the Company Group and the Consummation, do not and will not conflict with, require a consent, waiver or approval under, or result in a breach of, default or violation under (with or without due notice, lapse of time, or both), any of (A) the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, or other organizational documents of such member of the Company Group, (B) any contract, agreement, commitment, judgment, decree, order or other obligation (written or oral) to which such member of the Company Group is a party or by which such member’s or any of its subsidiaries’ assets may be bound or (C) any law, statute, order, rule or regulation applicable to such member of the Company Group or any of their respective assets, except in the case of each of clauses (B) and (C) above, as otherwise disclosed in the Offering Memorandum.

(d) The execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including commencement of the Exchange Offer by the Company Group and the Consummation, do not and will not require any registration or filing with, the consent or approval of, notice to, or any other action with respect to (with or without due notice, lapse of time, or both), any Governmental Authority, except as may be required under applicable state securities laws and such other registrations, filings, consents, approvals, notices and other actions as are otherwise described in the Offering Memorandum. The Shares, the New Second Lien Notes and the New Unsecured Notes will (i) qualify for and be issued pursuant to and in compliance with the exemption from registration under the Securities Act, provided by Section 3(a)(9) or 4(a)(2) thereunder, as applicable, and (ii) be issued and granted in compliance with all applicable securities laws and other applicable laws. The Exchange Offer, including the Offering Memorandum, will comply in all material respects with all applicable securities laws and other applicable laws, including all applicable rules of the Commission. For the purposes of Rule 144 promulgated under the Securities Act, the Company acknowledges that the holding period of the Shares may be tacked onto the holding period of the Existing Notes and the Company agrees not to take a position contrary thereto.

(e) Each of the New Second Lien Notes and the New Unsecured Notes has been duly authorized by the Company and each other member of the Company Group party to the

9

New Second Lien Notes Indenture (as defined below) and, when incurred or issued, as applicable, in accordance with the provisions of the New Second Lien Notes Indenture and the New Unsecured Notes Indenture, as applicable, pursuant to the Exchange Offer against delivery of the Existing Notes in accordance with the terms of this Agreement, each of the New Second Lien Notes Indenture and the New Unsecured Notes Indenture will be a valid and legally binding obligations of the Company and each other member of the Company Group party thereto, enforceable in accordance with each of their terms, except that such enforcement may be subject to the Enforceability Exceptions, and neither the Holders’ New Second Lien Notes nor New Unsecured Notes will be subject to any preemptive, participation, rights of first refusal or other similar rights.

(f) Except as provided for under the Consummation Conditions, the Shares have been duly authorized and, when issued and delivered to the applicable Holder pursuant to the Exchange Offer against delivery of the Existing Notes in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of the Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights.

(g) The Shares shall be eligible for trading on the New York Stock Exchange upon Consummation of the Exchange Offer.

(h) There is no action, lawsuit, arbitration, claim or proceeding pending or, to the knowledge of the Company, threatened, against the Company Group that would reasonably be expected to impede the consummation of the Transactions.

(i) Except as provided for under the Consummation Conditions, there is no shareholder approval required of any of the Company Group for the consummation of the Transactions, including the issuance of the Shares, the New Second Lien Notes and the New Unsecured Notes.

(j) The Company Group has filed or furnished, as applicable, all forms, filings, registrations, submissions, statements, certifications, reports and documents required to be filed or furnished by it with the Commission under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the U.S. Securities Act of 1933, as amended (the “Securities Act”) (the SEC filings through the date hereof, including any amendments thereto, the “Company Reports”). As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), each of the Company Reports complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(k) The Offering Memorandum and any amendments or supplements thereto do not and will not, as of the commencement, expiration and settlement of the Exchange Offer, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except insofar as such statement or omission was based on, and made in reliance upon, information furnished by any Holder for use therein).

10

(l) The Company Group’s consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports were prepared (i) in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required under the rules of the SEC to be in compliance with GAAP) and (ii) in compliance, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements with the published rules and regulations of the SEC with respect thereto, and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated financial position, results of operations, changes in stockholder’s equity and cash flows of the Company Group as of the respective dates thereof and for the respective periods covered thereby (subject, in the case of unaudited statements, to normal year-end adjustments).

(m) It is not necessary, in connection with the issuance of the Shares to the Holders, to register the Shares under the Securities Act.

6. Covenants of each Holder. Each Holder, severally and not jointly, covenants and agrees for the benefit of the Company that, prior to the Termination Date (as defined below), such Holder will not (and will cause any funds or accounts managed by such Holder, to not):

(a) transfer any of the Subject Existing Notes held by it, in whole or in part, unless such Transfer is to (i) another Participant or (ii) to any other transferee, provided that, in the case of a transfer to any other transferee other than another Participant, as a condition precedent to such transfer, such transferee agrees to execute and deliver to the Company, concurrently with such transfer, a joinder to this Agreement in the form attached hereto as Exhibit D or a support agreement substantially in the form of this Agreement (as determined by the Company in its sole discretion) with respect to such transferred Subject Existing Notes, which support agreement the Company shall also execute and deliver to the transferee; provided, however, Holders shall be solely responsible for any fees and expenses, including, but not limited to, legal fees of the Company, associated with such Transfer of Subject Existing Notes;

11

(b) except as required for purposes of validly tendering Existing Notes, grant any powers of attorney or proxies or consents in respect of any of the Subject Existing Notes, deposit any of such Subject Existing Notes into a voting trust, or enter into an agreement with respect to any of such Subject Existing Notes; or

(c) take any other action with respect to the Subject Existing Notes (other than any action permitted by this Agreement, including a Transfer pursuant to Section 6(a) above, terminating this Agreement pursuant to Section 8 and withdrawing its acceptance of the Exchange Offer and revoking its tender of the Subject Existing Notes in accordance with this Agreement) that would in any way restrict, limit or interfere with the performance of such Holder’s obligations hereunder or the Transactions.

7. Covenants of the Company. The Company covenants and agrees for the benefit of each Holder that:

(a) it will (and will cause each of its applicable subsidiaries to):

(1) on or prior to the Required Launch Date, take, or cause to be taken, all actions reasonably necessary to commence the Exchange Offer including, without limitation, delivering, or causing to be delivered, the Offering Memorandum and the related letter of transmittal to The Depository Trust Company;

(2) prior to the Termination Date, use reasonable best efforts to cause or facilitate satisfaction of all conditions precedent to the Consummation (including consummation of the New Capital Financing) and, upon satisfaction thereof, to cause the Consummation to occur;

(3) not disclose the name of any Holder in any press release or document filed with the Commission without the prior written consent of such Holder; provided that Holders hereby consent to the Company filing a copy of the form of this Agreement, without including the identity of Holders, as an exhibit to, and summarizing the terms of this Agreement in a current report on Form 8-K filed with the Commission in connection with the Exchange Offer, to the extent required by the rules of the Commission; provided, however, that if any such disclosure is required, only such information regarding this Agreement or the Holders as required by applicable law and the rules of the Commission shall be filed with the Commission and in no event shall the details regarding the Holders’ holdings or amount of Subject Existing Notes be disclosed or filed.

12

(b) for the period beginning on the Effective Date and ending on the earlier of (x) the End Date or (y) the Termination Date, the Company shall not enter into any contract, agreement, commitment or other obligation (written or oral) with any other holder of an Existing Note, including any Participant, pursuant to which the Company agrees to purchase, exchange or otherwise acquire, in a single transaction or series of transactions, any of such holder’s Existing Notes (an “Additional Note Purchase”) unless such Additional Note Purchase is on substantially similar terms as this Agreement.

(c) it will ensure that each other Participant Agreement or any other support agreement with respect to the Exchange Offer shall provide that no party to such Participant Agreement or such other support agreement, as applicable, may refer to a Holder or any of its affiliates in any press release or similar public announcement or communication without such Holder’s prior written consent.

(d) it will ensure that no modifications are made to the terms of the Exchange Offer (including the terms of the Shares, the New Second Lien Notes and the New Unsecured Notes) and no modifications, amendments or supplements to the Offering Memorandum shall be made except, in each case, modifications that (i) are procedural, technical or conforming in nature or relate to the timeline of the Exchange Offer (other than modifications with respect to the Required Launch Date or the End Date) or (ii) to which the Required Holders as provided in Section 9 hereof have consented to in writing (the “Permitted Modifications”); provided, however, that such prior written approvals shall not be required with respect to any amendment or supplement of the Offering Memorandum relating solely to the Company’s business or the markets it serves made pursuant to Section 7(e) so long as the Required Holders under this Agreement shall have been given two (2) Business Days to review and approve the proposed amendment or supplement.

(e) if at any time prior to the completion of the Exchange Offer (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, as promptly as reasonably practicable upon learning thereof, it will notify the Holders thereof and forthwith prepare and, subject to clause (i) of this Section 7(e), furnish to the Holders such amendments or supplements to the Offering Memorandum as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum is delivered, be misleading or so that the Offering Memorandum will comply with applicable law.

(f) it will launch the Exchange Offer with a Minimum Tender Condition no lower than 95%, provided that the Company shall be permitted to waive down such Minimum Tender Condition to a threshold no lower than 85%, provided that if the Exchange Offer is Consummated at a participation threshold below 90%, the provision set forth under “Contingent Collateral” in Exhibit F shall be made a part of the terms of the New Unsecured Notes.

13

(g) it will, on or prior to the Consummation of the Exchange Offer, adopt, cause to be adopted, enter into or obtain the following:

(h) from the date of this Agreement until the Consummation of the Exchange Offer, it will not undertake any transaction having the effect of diluting the equity that will be issued to Holders in connection with the Exchange Offer, including but not limited to any reorganization, recapitalization, reclassification, consolidation or merger events involving the Company and for cash or other property distributions or distributions of Common Stock and splits or combinations of Common Stock; provided, this Section 7(h) shall not prohibit the Company from undertaking any such transaction already approved as of the date of this Agreement or to be undertaken in connection with any award granted pursuant to any management incentive plan, which grant has been approved as of the date of this Agreement.

(i) it will furnish to the Holders at or prior to 12:00 pm (New York City time) on each of the End Date and the date of Consummation of the Exchange Offer, a certificate, signed by an executive officer of the Company and dated as of each respective date, to the effect that the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of each respective date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), with the same effect as if made on such dates.

(j) it will not enter into any agreement or consummate any exchange for Participation Agreement or consent to any exchange for the Existing Notes on terms more favorable to any such holder of Existing Notes than the terms provided to the Holders under this Agreement. If the Company enters into any such agreement or exchange on such more favorable terms, the Company will modify or revise the terms of this Agreement and the Exchange Offer to reflect any more favorable terms provided to any other holder of Existing Notes.

14

(k) it will use reasonable best efforts to promptly take all actions and prepare and file all necessary documentation (including by reasonably cooperating with the Holders as to the appropriate time of filing such documentation and its content) and to effect all applications that are necessary or advisable in connection with seeking any governmental approval, exemption or authorization from any Governmental Authority, including under any Antitrust Laws, that are necessary (as reasonably determined by the Company and the Required Holders after joint consultation with counsel) to consummate and make effective the Exchange Offer contemplated by this Agreement and the acquisition of the Common Stock by the Holders. The Company shall not take any action that is intended or reasonably likely to impede or delay the ability of the parties hereto to obtain any necessary approvals required for the Exchange Offer contemplated by this Agreement.

8. Termination of Agreement.

(a) This Agreement shall be terminated automatically at any time prior to the Consummation as follows (the date on which this Agreement is terminated pursuant to this Section 8(a), the “Termination Date”):

15

(b) This Agreement may be terminated at any time prior to the Consummation as follows:

(1) by any Holder, solely as to itself, if the Company has not announced its pursuit of the Exchange Offer and launched the Exchange Offer, on the terms set forth in the Offering Memorandum, by 9:00 a.m., New York City time on the Required Launch Date;

(2) by either any Holder, solely as to itself, on the one hand, or the Company, on the other, if the Consummation has not occurred at or prior to 11:59 p.m. on the third Business Day immediately after the End Date;

(3) by either any Holder, solely as to itself, on the one hand, or the Company, on the other, in the event of the entry of an order, judgment or decree delaying beyond the End Date, or prohibiting, the Consummation, in each case, on the terms set forth in the Offering Memorandum;

(4) by any Holder, solely as to itself in the event of a Valid Withdrawal Condition;

(5) by the Company and the Holders upon the mutual written agreement by the Company and the Required Holders to terminate this Agreement;

(6) by any Holder, solely as to itself, in the event of a Transfer of all of its Subject Existing Notes in compliance with Section 6(a) above; or

(7) by any Holder, solely as to itself, if at any time after the Effective Date, Holders who are subject to this Agreement no longer hold Subject Existing Notes in an aggregate amount equal to or in excess of the Minimum Threshold Condition.

(c) In the event of any termination of this Agreement as provided in Section 8(a), this Agreement shall immediately become void and of no further force or effect (and, for the avoidance of doubt, each Holder shall be able to withdraw its Subject Existing Notes from the Exchange Offer as provided in Section 2(c)) and there shall be no liability pursuant to this Agreement on the part of any party hereto, such party’s successors and assigns, and each of their respective members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives or their respective affiliated entities following such termination; provided, however, that Sections 8 through 24 shall survive the termination of this Agreement under Section 8(a) or Section 8(b) in accordance with their terms.

9. Amendments and Waivers, Etc. (a) Any provision of this Agreement, including the Exhibits attached hereto (which include the terms of the Exchange Offer embodied in this Agreement, the Offering Memorandum and the terms of the New Capital Financing), may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case

16

of an amendment, by the Required Holders unless otherwise set forth in Section 9(b), or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. To the maximum extent permitted by law, (i) no waiver that may be given by a party shall be applicable except in the specific instance for which it was given and (ii) no notice to or demand on one party shall be deemed to be a waiver of any obligation of such party or the right of the party giving such notice or demand to take further action without notice or demand.

(b) Notwithstanding Section 9(a), none of the following amendments, modifications or waivers shall be enforceable against any Holders party to this Agreement without the prior written consent of such Holder, and any such non-consenting Holder shall have the right to terminate this Agreement with respect to itself upon the effectiveness of such amendments, modifications or waivers:

(i) extend the End Date to a period beyond September 15, 2016;

(ii) change the stated maturity of the principal of, the payment date of any installment of principal or interest on, the interest rate or cash or payment in kind payment amount of the New Second Lien Notes or the New Unsecured Notes;

(iii) reduce the principal amount of, or any interest on, the New Second Lien Notes or the New Unsecured Notes;

(iv) reduce the premium payable upon the redemption of any New Second Lien Notes or New Unsecured Notes;

(v) change the place or currency of payment of principal of, or any interest on, the New Second Lien Notes or the New Unsecured Notes;

(vi) modify the ranking of the New Second Lien Notes or the New Unsecured Notes in security or in right of payment, provided, however, that the adding of collateral to secure all or a portion of the New Unsecured Notes in the event of a reduction of the Minimum Tender Condition below 90% shall not require the consent of every Holder;

(vii) change the Exchange Consideration;

(viii) reduce the percentage in aggregate principal amount of Existing Notes whose lenders must consent to a modification to or amendment of any provision of the Exchange Offer documentation;

(ix) change the terms of the Common Stock to be issued in connection with the Exchange Offer;

(x) change any term of the New Capital Financing as set forth in Exhibit B; and

(xi) amend or modify this Agreement in any way that would result in the modification of this Section 9.

17

10. Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and be (a) transmitted by hand delivery, (b) mailed by first class, registered or certified mail postage prepaid, (c) transmitted by overnight courier, or (d) transmitted by facsimile, or by .pdf or other electronic means, and in each case to the address set forth below:

if to the Company:

W&T Offshore, Inc.

9 Greenway Plaza, Suite 300

Houston, Texas 77046

Attn: Tracy W. Krohn

Email: twk@wtoffshore.com

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

600 Travis Street, Suite 3300

Houston, Texas 77002

Attn: Matthew R. Pacey, P.C.

Email: matt.pacey@kirkland.com

if to Holders:

At the address set forth on Schedule A attached to any side letter entered into between such Holder and the Company opposite such Holder’s name under the column entitled “Notice Address.”

11. Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto and any assignment or attempted assignment in violation of this Section 11 shall be null and void ab initio. Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

12. Entire Agreement. This Agreement and the Exhibits, documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto, including, for the avoidance of doubt, any side letter entered into between any Holder and the Company setting forth such Holder’s Subject Existing Notes, set forth the entire understanding of the parties hereto with respect to the subject matter hereof. Any and all previous agreements and understandings between or among the parties hereto regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

13. Severability; Enforcement. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or

18

render unenforceable such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

14. Specific Performance; Injunctive Relief. Each of the signatories hereto acknowledges that the covenants and agreements contained in this Agreement are an integral part of the Exchange Offer, and that monetary damages would be an inadequate remedy for any breach by such signatory of the provisions of this Agreement. Accordingly, each Holder agrees that the Company, and the Company agrees that each Holder, shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to the Company at law or in equity to enforce this Agreement.

15. Further Assurances. Subject to the terms and conditions of this Agreement, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to fulfill such party’s obligations under this Agreement.

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile or .pdf shall be as effective as delivery of a manually executed counterpart.

17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without reference to conflicts of laws rules or principles that would require the application of the law of any other jurisdiction.

18. Jurisdiction. By its delivery of this Agreement, each of the signatories to this Agreement irrevocably and unconditionally agrees, in connection with any legal action, suit or proceeding with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, it shall submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the applicable New York state court sitting in New York County and appellate courts from any thereof and agrees to venue in such courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

19. Consent to Service of Process. Each of the signatories to this Agreement irrevocably consents to service of process by mail at the address set forth in Section 10 above. Each of the signatories to this Agreement agrees that its submission to jurisdiction and consent to service of process by mail is made for the express benefit of each of the other signatories to this Agreement.

20. No Third-Party Beneficiaries; Affiliated Parties. Except as set forth in Section 22, this Agreement shall be solely for the benefit of the signatories to this Agreement, and no other Person or entity shall be a third-party beneficiary hereof.

19

21. Fees and Expenses. The effectiveness of this Agreement shall be conditioned on the payment in full in cash by the Company Group of all invoiced, reasonable, documented fees and expenses of the Holders that are owed to [Noteholder’s Counsel], as counsel to the Holders, and to [Noteholder’s Financial Advisor], as financial advisor on behalf of the Holders, on the date hereof in respect of the Transactions. From and after the date hereof, the Company Group (a) shall continue to comply with the terms of the respective fee letters entered into between the aforementioned counsel and financial advisor and the Company, (b) confirm their compliance as of the date hereof with their obligations under the fee letters, including payment of the initial retainer provided for in any fee letter, (c) agree not to exercise any right to terminate the fee letters at any time prior to termination of this Agreement, (d) shall pay all fees and expenses relating to the filing and perfection of any security interests in connection the Transactions (including fees and expenses of local counsel in each relevant jurisdiction), (e) shall pay the filing costs of approvals required under the HSR Act in connection with the Transactions and (f) shall pay all reasonable Registration Expenses as determined in good faith, including, in the case of any underwritten offering, whether or not any sale is made pursuant to such underwritten offering; provided that each selling Holder will pay its pro rata share of all Selling Expenses in connection with any sale of such Registrable Securities. Payment of reasonable and documented professional fees and expenses of [Noteholder’s Counsel] and [Noteholder’s Financial Advisor] shall be a condition to closing the Transactions.

22. Fiduciary Duties. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall create any additional fiduciary duties or obligations on the part of any member of the Company Group, any Holder, or any of their respective members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives or their respective affiliated entities, in each case, in such Person’s capacity as a member, partner, manager, managing member, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent or other representative of such member of the Company Group, such Holder or any of their affiliated entities, respectively, that such Persons did not have prior to the execution of this Agreement. No Holder has nor shall it have any fiduciary duties or obligations to any other holder of Existing Notes, any member of the Company Group, or any of their respective creditors, equity holders, or other stakeholders.

23. Confidentiality. Without limiting any of their other disclosure obligations contained in this Agreement, each of the parties hereto agrees to treat Confidential Information (as defined in the Confidentiality Agreement) in accordance with the terms of such Confidentiality Agreement, provided that for purposes of this Section 23, the Company Group shall agree to make a Public Disclosure (as defined in the Confidentiality Agreement) in accordance with the terms of the Confidentiality Agreement (a) simultaneously with (i) the termination of this Agreement or (ii) the Consummation of the Exchange Offer or (b) within 24 hours of receiving notice from the Required Holders requesting such Public Disclosure, provided that such notice may only be given not less than five calendar days (which number of days may be extended by e-mail as may be mutually agreed between the Company and any Holder party hereto solely as to such Holder) after the date of this Agreement, provided, further, that if the conclusion of such 24 hour period shall not be a Business Day, such Public Disclosure shall be made prior to the open of business on the subsequent Business Day.

20

24. Interpretive Provisions; Construction. Time is of the essence in the performance of the obligations of each of the parties hereto contained herein. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The parties hereto confirm that they and their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

25. Several Obligations. Each Holder’s obligations under this Agreement shall be several and not joint. This Agreement shall be interpreted as if each Holder had entered into a separate agreement with the Company. No Holder shall be liable for the obligations or liabilities of any other Holder that is party to this Agreement.

[Remainder of this page intentionally left blank]

21

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

Signature Page to Support Agreement

[Noteholder], on behalf of itself and the funds/accounts set forth in a separate side letter:

Signature Page to Support Agreement

Exhibit A

Form of Offering Terms Sections

THE EXCHANGE OFFER AND CONSENT SOLICITATION

The following is a brief summary of certain terms of the Exchange Offer and Consent Solicitation. It may not contain all the information that is important to you. For additional information regarding the Exchange Offer and Consent Solicitation, the New Second Lien Notes and the New Unsecured Notes, see “Description of the Exchange Offer and Consent Solicitation,” “Description of the New Second Lien Notes” and “Description of the New Unsecured Notes.”

A-2

A-3

A-4

A-5

A-6

A-7

A-8

A-9

DESCRIPTION OF THE EXCHANGE OFFER AND CONSENT SOLICITATION

The Exchange Offer; Exchange Consideration

W&T is offering to exchange, upon the terms and subject to the conditions set forth in this offering memorandum and the related letter of transmittal.

Eligible Holders of Existing Notes will be eligible to receive the applicable Total Exchange Consideration set forth under “—Total Exchange Consideration; Early Tender Premium” below for Existing Notes validly tendered at or before the Early Participation Date and not validly withdrawn. For Existing Notes validly tendered after the Early Participation Date and before the Expiration Date, Eligible Holders of Existing Notes will be eligible to receive the Exchange Consideration, which will consist of (i) 69 Shares, (ii) $200 in principal amount of New Second Lien Notes and (iii) $200 in principal amount of New Unsecured Notes, for each $1,000 principal amount of Existing Notes validly tendered on or before the Expiration Date and accepted for exchange. In addition, Eligible Holders whose Existing Notes are accepted for exchange pursuant to the Exchange Offer will receive a cash payment representing accrued and unpaid interest on their Existing Notes to, but not including, the Settlement Date.

Existing Notes may be tendered only in principal amounts equal to minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. Eligible Holders who do not tender all of their Existing Notes should ensure that they retain a principal amount of Existing Notes amounting to at least the minimum denomination equal to $2,000.

The New Second Lien Notes and New Unsecured Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No tender of Existing Notes will be accepted if it results in the issuance of less than $2,000 principal amount of either New Second Lien Notes or New Unsecured Notes. If, pursuant to the Exchange Offer, a tendering Eligible Holder would otherwise be entitled to receive a principal amount of New Second Lien Notes or New Unsecured Notes that is not equal to $2,000 or an integral multiple of $1,000 in excess thereof, such principal amount will be rounded down to the nearest $2,000 or integral multiple of $1,000 in excess thereof. This rounded amount will be the principal amount of the New Second Lien Notes or New Unsecured Notes, as the case may be, such Eligible Holder will receive and no cash will be paid in lieu of any principal amount of either New Second Lien Notes or New Unsecured Notes as a result of the rounding down.

Total Exchange Consideration; Early Tender Premium

For each $1,000 principal amount of Existing Notes accepted for exchange that were validly tendered at or before the Early Participation Date and not validly withdrawn, Eligible Holders of Existing Notes will be eligible to receive the Total Exchange Consideration, which equals the Exchange Consideration plus the Early Tender Premium. For each $1,000 principal amount of Existing Notes accepted for exchange that is validly tendered after the Early Participation Date but prior to the Expiration Date, Eligible Holders of Existing Notes will be eligible to receive only the Exchange Consideration, which does not include the Early Tender Premium. In addition to the Exchange Consideration or the Total Exchange Consideration, Eligible Holders of Existing Notes accepted for exchange in the Exchange Offer will also receive a cash payment equal to the accrued and unpaid interest in respect of such Existing Notes from June 15, 2016 (the most recent interest payment date) to, but not including, the Settlement Date.

A-10

The following table sets forth certain information regarding the Existing Notes, the Total Exchange Consideration and the Exchange Consideration:

Early Participation Date; Expiration Date; Extensions; Amendments; Termination

The Early Participation Date is 11:59 p.m., New York City time, on August [8], 2016, subject to W&T’s right to extend that time and date in W&T’s sole discretion (which right is subject to applicable law), in which case the Early Participation Date means the latest time and date to which the Early Participation Date is extended. The Expiration Date is 11:59 p.m., New York City time, on August [29], 2016, subject to W&T’s right to extend that time and date (which right is subject to applicable law) in consultation with the Required Holders (which right is subject to applicable law), in which case the Expiration Date means the latest time and date to which the Exchange Offer and Consent Solicitation is extended. To extend the Expiration Date, W&T will notify the Exchange Agent and will make a public announcement thereof before 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. The public announcement will include the approximate principal amount of the Existing Notes that had been validly tendered and not validly withdrawn. During any extension of the Early Participation Date or the Expiration Date, all Existing Notes previously tendered in an extended Exchange Offer will remain subject to such Exchange Offer and may be accepted for exchange by W&T.

Subject to applicable law, W&T expressly reserves the right, in its sole discretion, to:

If W&T exercises any such right, it will give written notice thereof to the Exchange Agent and will make a public announcement thereof as promptly as practicable. Without limiting the manner in which W&T may choose to make a public announcement of any extension, amendment or termination of the Exchange Offer and Consent Solicitation, W&T will not be obligated to publish, advertise or otherwise communicate any such public announcement, other than by making a timely press release. The minimum period during which the Exchange Offer and Consent Solicitation will remain open following

A-11

material changes in the terms of the Exchange Offer and Consent Solicitation or in the information concerning the Exchange Offer and Consent Solicitation will depend upon the facts and circumstances of such change, including the relative materiality of the changes. In accordance with Rule 14e-1 under the Exchange Act, if W&T elects to change the consideration offered or the Existing Notes sought, the Exchange Offer will remain open for a minimum ten business-day period following the date that the notice of such change is first published or sent to Eligible Holders. If the terms of the Exchange Offer are amended in a manner determined by W&T to constitute a material change adversely affecting any Eligible Holder, W&T will promptly disclose any such amendment in a manner reasonably calculated to inform Eligible Holders of such amendment, and W&T will extend the Exchange Offer and Consent Solicitation for a time period that it deems appropriate, depending upon the significance of the amendment and the manner of disclosure to Eligible Holders, if the Exchange Offer and Consent Solicitation would otherwise expire during such time period. For the avoidance of doubt, if W&T waives the Minimum Tender Condition, W&T will not be obligated to extend the Withdrawal Deadline.

Settlement Date

The Settlement Date will occur promptly after the Expiration Date and is expected to occur on the third business day after the Expiration Date. W&T will not be obligated to deliver Shares, New Second Lien Notes, New Unsecured Notes and any cash payments unless the Exchange Offer is consummated.

Holders Eligible to Participate in the Exchange Offer

W&T will conduct the Exchange Offer in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder. Prior to the distribution of this offering memorandum, Eligible Holders of Existing Notes have certified that each such holder is either a QIB as defined in Rule 144A, or a person that is not a “U.S. person” within the meaning of Regulation S.

Only Eligible Holders of Existing Notes who have properly completed and returned the eligibility certification, which is available from the Information Agent, are authorized to receive and review this offering memorandum and to participate in the Exchange Offer.

Consent Solicitation

Holders who tender Existing Notes pursuant to the Exchange Offer are required to deliver a Consent, which will constitute a consent to the Amendments to the Existing Indenture, as described further in “The Amendments to the Existing Indenture” and “Annex A: Form of Supplemental Indenture.” By tendering their Existing Notes, Eligible Holders will be deemed to have delivered Consents to the Amendments with respect to such Existing Notes being tendered.

In order to approve the Amendments with respect to the Existing Notes, Consents must be delivered and not revoked in respect of at least a majority of the outstanding principal amount of Existing Notes. Promptly following the Expiration Date, if the requisite Consents are delivered with respect to the Existing Notes, W&T, the guarantors under the Existing Notes and the trustee for the Existing Notes will enter into a supplemental indenture to give effect to the Amendments. The Amendments will not become operative until the consummation of the Exchange Offer. The calculation of the requisite Consents for the Existing Notes does not include any Existing Notes held by us or our affiliates. In the event that we do not consummate the Exchange Offer for any reason, the indenture governing the Existing Notes will remain in effect in its current form. The consummation of the Exchange Offer is conditioned upon the receipt of the requisite Consents to approve the applicable Amendments and the execution and delivery of the supplemental indenture giving effect to such Amendments. W&T may not consummate the Exchange Offer or execute the supplemental indenture without receiving the requisite Consents pursuant to the Consent Solicitations. See “The Amendments to the Existing Indenture.”

A-12

Conditions to the Exchange Offer

W&T’s obligation to accept for exchange Existing Notes validly tendered pursuant to the Exchange Offer is subject to (a) the valid tender, without withdrawal, of a minimum of 95%, or $855.0 million, of the outstanding aggregate principal amount of Existing Notes by Eligible Holders as of the Expiration Date; (b) the Consents from Holders of at least a majority of the outstanding principal amount of the Existing Notes to the Amendments having been received, without withdrawal, prior to the Expiration Date to permit the issuance of the New Second Lien Notes under the Existing Indenture; (c) the approval by our shareholders of both the Authorized Shares Proposal and the Exchange Offer Proposal at the Special Meeting; and (d) the amendment to our revolving bank credit facility to permit the consummation of the Exchange Offer. Additionally, notwithstanding any other provision of this offering memorandum, W&T will not be required to accept for exchange Existing Notes tendered pursuant to the Exchange Offer and may terminate, extend or amend the Exchange Offer and Consent Solicitation and may postpone the acceptance for exchange of Existing Notes so tendered if the General Conditions have not been satisfied or waived. W&T may waive, at any time prior to the Expiration Date, the Minimum Tender Condition in consultation with the Required Holders and any of the General Conditions. Accordingly, the aggregate principal amount of Existing Notes accepted for exchange pursuant to the Exchange Offer may be significantly less than the aggregate principal amount set forth by the Minimum Tender Condition.

General Conditions

All of the “General Conditions” shall be deemed to be satisfied unless any of the following conditions shall occur on or after the date of this offering memorandum and at or prior to the Expiration Date:

A-13

Additional Information

The General Conditions are for our sole benefit and may be asserted by us regardless of the circumstances, including any action or inaction by us, giving rise to such condition or may be waived by us in whole or in part at any time, and from time to time, prior to the Expiration Date in our sole discretion. If any condition to the Exchange Offer (including the General Conditions) is not satisfied or waived by us prior to the Expiration Date, we reserve the right, but will not be obligated, subject to applicable law:

The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any other right and each right will be deemed an ongoing right that may be asserted at any time and from time to time. Any determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties.

Treatment of Existing Notes Not Tendered in the Exchange Offer

Existing Notes that are not tendered or that are tendered but not accepted will remain outstanding and will continue to be subject to their existing terms immediately following the completion of the Exchange Offer. The Existing Notes that remain outstanding will be effectively junior, to the extent of the value of the collateral, to our and the subsidiary guarantors’ secured obligations, including our revolving bank credit facility, the New Second Lien Notes, the Existing Term Loans and any other lien obligations, including the New Unsecured Notes in the event the Minimum Tender Condition is not satisfied and at least two-thirds of the participating holders party to the Support Agreement in terms of aggregated principal amount of Existing Notes do not waive such Minimum Tender Condition.

From time to time before or after the Expiration Date, W&T or its affiliates may acquire any Existing Notes that are not tendered and accepted in the Exchange Offer through open market purchases,

A-14

privately negotiated transactions, exchange offers, redemption or otherwise, upon such terms and at such prices as W&T may determine (or as may be provided for in the indenture governing the Existing Notes), which may be more or less than the consideration to be received by participating Eligible Holders in the Exchange Offer and, in either case, could be for cash or other consideration. There can be no assurance as to which, if any, of these alternatives or combinations thereof W&T or its affiliates may choose to pursue in the future.

The trading market for the Existing Notes that are not exchanged could become more limited than the existing trading market for the Existing Notes and could cease to exist altogether due to the reduction in the principal amount of the Existing Notes outstanding upon consummation of the Exchange Offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of the Existing Notes. If a market for the Existing Notes that are not exchanged exists or develops, the Existing Notes may trade at a discount to the price at which they would trade if the principal amount outstanding were not reduced. See “Risk Factors.”

Effect of Tender

Any tender by an Eligible Holder, and W&T’s subsequent acceptance of that tender, of Existing Notes will constitute a binding agreement between that Eligible Holder and W&T upon the terms and subject to the conditions of the Exchange Offer described in this offering memorandum and in the letter of transmittal. The participation in the Exchange Offer by a tendering Eligible Holder will constitute the agreement by that Eligible Holder to deliver good and marketable title to the tendered Existing Notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

Letter of Transmittal; Representations, Warranties and Covenants of Holders of Existing Notes

For physical or facsimile delivery of a letter of transmittal, please complete, sign and date the letter of transmittal in accordance with the instructions set forth therein. A letter of transmittal need not accompany tenders effected through ATOP. Eligible Holders tendering Existing Notes through ATOP will be deemed to agree to the terms set forth in the letter of transmittal pursuant to an Agent’s Message.

Upon the agreement to the terms of the letter of transmittal pursuant to an Agent’s Message or submission of a letter of transmittal, as applicable (as described under “—Procedures for Tendering”), an Eligible Holder, or the beneficial holder of Existing Notes on behalf of which the Eligible Holder has tendered, will, subject to that Eligible Holder’s ability to withdraw its tender, and subject to the terms and conditions of the Exchange Offer generally, be deemed, among other things, to:

A-15

In addition, each Eligible Holder of Existing Notes tendered in the Exchange Offer upon the agreement to the terms of the letter of transmittal pursuant to an Agent’s Message, or the submission of a letter of transmittal, will be deemed to represent, warrant and agree that:

A-16

Each Eligible Holder of Existing Notes that agrees to the terms of a letter of transmittal pursuant to an Agent’s Message, or the submission of a letter of transmittal, will also be deemed to represent, warrant and agree to the terms described under “Transfer Restrictions.”

A-17

The representations, warranties and agreements of an Eligible Holder tendering Existing Notes will be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Settlement Date. For purposes of this offering memorandum, the “beneficial owner” of any Existing Notes means any Eligible Holder that exercises investment discretion with respect to those Existing Notes.

Absence of Appraisal and Dissenters’ Rights

Holders of the Existing Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offer.

Acceptance of Existing Notes for Exchange and Delivery of the Consideration

On the Settlement Date, the Shares, New Second Lien Notes and New Unsecured Notes to be issued in exchange for the Existing Notes tendered in the Exchange Offer, if consummated, will be delivered in book-entry form, and payment of any cash amounts will be made by deposit of funds with DTC, Clearstream or Euroclear, as applicable, which will transmit those payments to tendering Eligible Holders.

For the purposes of the Exchange Offer, the Company will be deemed to have accepted properly tendered Existing Notes for exchange if and when the Company gives written notice to the Exchange Agent.

In all cases, issuance of the Shares, New Second Lien Notes and New Unsecured Notes for the Existing Notes that are accepted for exchange will be made only:

Eligible Holders may submit all or part of their Existing Notes currently held. The Exchange Agent will act as agent for tendering Eligible Holders of Existing Notes for the purpose of receiving Existing Notes and transmitting Shares, New Second Lien Notes and New Unsecured Notes and cash as of the Settlement Date. If any tendered Existing Notes are not accepted for any reason described in the terms and conditions of the Exchange Offer, such unaccepted Existing Notes will be returned without expense to the tendering Eligible Holders promptly after the expiration or termination of the Exchange Offer.

If, for any reason, acceptance for exchange of tendered Existing Notes, issuance of Shares, New Second Lien Notes and New Unsecured Notes in exchange for validly tendered Existing Notes, pursuant to the Exchange Offer is delayed, or W&T is unable to accept tendered Existing Notes for exchange or to

A-18

issue Shares, New Second Lien Notes and New Unsecured Notes in exchange for validly tendered Existing Notes pursuant to the Exchange Offer, then the Exchange Agent may, nevertheless, on behalf of W&T, retain the tendered Existing Notes, without prejudice to the rights of W&T described under “—Early Participation Date; Expiration Date; Extensions; Amendments; Termination,” and “—Conditions to the Exchange Offer” above and “—Withdrawal of Tenders” below, but subject to Rule 14e-1 under the Exchange Act, which requires that W&T pay the consideration offered or return the Existing Notes tendered promptly after the termination or withdrawal of the Exchange Offer, and the tendered Existing Notes may not be withdrawn.

Under no circumstances will any interest be payable because of any delay by the Exchange Agent or DTC in the transmission of funds to the Eligible Holders of accepted Notes or otherwise.

Procedures for Tendering

The tender for exchange by an Eligible Holder (and the subsequent acceptance of such tender by the Company) pursuant to one of the procedures set forth below will constitute a binding agreement between the Eligible Holder and the Company in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

The Company believes that, as of the date of this offering memorandum, all Eligible Holders hold their Existing Notes through accounts with DTC, Euroclear or Clearstream (collectively, the “Clearing Systems”) and that no Existing Notes are held in physical definitive form. Eligible Holders who hold Existing Notes through the Clearing Systems must tender for exchange Existing Notes through the relevant Clearing System procedures. Beneficial owners whose Existing Notes are held through a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they wish to tender their Existing Notes. Eligible Holders should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Exchange Offer. Accordingly, Eligible Holders wishing to participate in the Exchange Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the time by which such Eligible Holder must take action in order to so participate.

Existing Notes Held through DTC

Custodial entities that are participants in DTC, other than DTC participants which are acting as custodians for Existing Notes held through Euroclear or Clearstream, must tender Existing Notes for exchange through DTC’s ATOP system the rules of which the custodial entity and the beneficial owner on whose behalf the custodial entity is acting, agree to be bound. In accordance with ATOP procedures, DTC will then verify the acceptance of the Exchange Offer and send an Agent’s Message to the Exchange Agent. An “Agent’s Message” is a message transmitted by DTC, received by the Exchange Agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgement from the Eligible Holder that it has (i) received the Exchange Offer, (ii) will abide by the terms of the Exchange Offer and the letter of transmittal, and (iii) has made the confirmations or affirmations that are set forth in this offering memorandum and the letter of transmittal.

If an Eligible Holder of Existing Notes transmits its acceptance of this Exchange Offer through ATOP, delivery of an Agent’s Message must be timely received by the Exchange Agent. If you desire to tender your Existing Notes by the Expiration Date or, in order to receive the Early Tender Premium, on or prior to the Early Participation Date, you must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on or prior to the Expiration Date or the Early Participation Date, as the case may be. The Company will have the right, which may be waived, to reject the defective tender of Existing Notes as invalid and ineffective.

A-19

Existing Notes Held through Participants of Euroclear and Clearstream

Custodial entities that are participants of Euroclear and Clearstream, and which desire to tender Existing Notes for exchange held directly or indirectly at one of such Clearing Systems, must instruct either Euroclear or Clearstream (as applicable) to block the Existing Notes in their account and transmit a notice of acceptance in respect of the Exchange Offer with respect to the tendered Existing Notes, which must include a confirmation of blocking and an express acknowledgement from the Eligible Holder that such Eligible Holder has (i) received the Exchange Offer, (ii) will abide by the terms of the Exchange Offer and the letter of transmittal, and (iii) has made the confirmations or affirmations which are set forth in this offering memorandum or the letter of transmittal. Such notice of acceptance (including a confirmation of blocking) must be timely received by the Exchange Agent from Euroclear or Clearstream (or via their respective U.S. DTC custodians) via an appropriate SWIFT message or via DTC’s ATOP prior to the Expiration Date or, in order to receive the Early Tender Premium, on or prior to the Early Participation Date.

Eligible Holders of Existing Notes held via Euroclear or Clearstream who are not direct participants of Euroclear or Clearstream must contact their custodian to arrange for their direct participants in the relevant Clearing System through which they hold Existing Notes to submit the electronic acceptance and to give instruction to the relevant Clearing System to block the relevant Existing Notes in accordance with the procedures of the relevant Clearing System and the deadlines required by the relevant Clearing System.

Euroclear or Clearstream may impose additional deadlines in order to properly process tender instructions. As part of tendering Existing Notes through Euroclear or Clearstream, you should be aware of and comply with any such deadlines.

The Exchange Agent and DTC have confirmed that the Exchange Offer is eligible for ATOP with respect to book-entry Existing Notes held through DTC. An Agent’s Message must be transmitted to and received by the Exchange Agent prior to the Expiration Date or, in order to receive the Early Tender Premium, on or prior to the Early Participation Date with respect to Existing Notes held via DTC. Existing Notes will not be deemed to have been tendered for exchange via DTC until an Agent’s Message, is received by the Exchange Agent

ELIGIBLE HOLDERS OF THE EXISTING NOTES SHOULD NOTE THAT EACH OF DTC, EUROCLEAR OR CLEARSTREAM IMPOSES DAILY DEADLINES FOR THE SUBMISSION OF ELECTRONIC INSTRUCTIONS. ACCORDINGLY, ELIGIBLE HOLDERS OF EXISTING NOTES WISHING TO PARTICIPATE IN THE EXCHANGE OFFER ARE ADVISED TO ENSURE THAT THEY SUBMIT, OR ARRANGE TO HAVE SUBMITTED ON THEIR BEHALF, ANY ELECTRONIC INSTRUCTION IN ADVANCE OF SUCH DEADLINES IMPOSED BY DTC, EUROCLEAR OR CLEARSTREAM, AS THE CASE MAY BE. IN ADDITION, ELIGIBLE HOLDERS OF EXISTING NOTES SHOULD CHECK WITH THE BANK, SECURITIES BROKER OR ANY OTHER INTERMEDIARY THROUGH WHICH THEY HOLD THEIR EXISTING NOTES WHETHER SUCH INTERMEDIARY APPLIES DIFFERENT DEADLINES TO PARTICIPATE IN THE EXCHANGE OFFER THAN SET OUT IN THIS OFFERING MEMORANDUM OR, AS THE CASE MAY BE, AS IMPOSED BY DTC, EUROCLEAR OR CLEARSTREAM, AS APPLICABLE, AND THEN SHOULD FOLLOW THOSE DEADLINES.

A-20

All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Notes will be determined by us in our absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tendered Notes determined by us not to be in proper form or not to be tendered properly or any tendered Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive, in our absolute discretion, any defects, irregularities or conditions of tender as to particular Notes, whether or not waived in the case of other Notes. Our interpretation of the terms and conditions of the Exchange Offer, including the terms and instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Existing Notes must be cured within the time we determine. Although we intend to notify Eligible Holders of defects or irregularities with respect to tenders of Existing Notes, none of W&T, the Exchange Agent, the Information Agent, the Dealer Manager or any other person will be under any duty to give that notification or shall incur any liability for failure to give that notification. Tenders of Existing Notes with respect to such Existing Notes will not be deemed to have been made until any defects or irregularities therein have been cured or waived.

Any Eligible Holder whose Notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee of the Existing Notes. Eligible Holders may contact the Information Agent for assistance with these matters.

Withdrawal of Tenders

Tenders of Existing Notes in the Exchange Offer may be validly withdrawn at any time on or prior to the Withdrawal Deadline, but will thereafter be irrevocable, even if we otherwise extend the Early Participation Date or extend the Exchange Offer beyond the Expiration Date, except in certain limited circumstances where additional withdrawal rights are required by law. Tenders submitted in the Exchange Offer after the Withdrawal Deadline will be irrevocable except in the limited circumstances where additional withdrawal rights are required by law.

To be effective, a notice of withdrawal must be received by the Exchange Agent through ATOP (or analogous procedures of either Euroclear or Clearstream), in each case not later than the Withdrawal Deadline.

This notice must specify:

Eligible Holders of the Existing Notes are advised to inform themselves with the bank, securities broker or any other intermediary through which they hold their Existing Notes whether such intermediary would require receiving instructions to participate in, or withdraw their instruction to participate in, the Exchange Offer prior to the deadlines set out in this offering memorandum.

We will make a final and binding determination on all questions as to the validity, form and eligibility (including time of receipt) of such notices. Any Existing Notes so withdrawn will be deemed not to have been validly tendered for exchange for the purposes of the Exchange Offer. Any Existing Notes tendered for exchange but not exchanged for any reason will be released to the Eligible Holder pursuant to the book-entry transfer procedures described above and such Existing Notes will be credited to an account maintained with the relevant Clearing System for the Existing Notes promptly after withdrawal, rejection of tender or termination of the Exchange Offer.

A-21

Withdrawal of tenders of Existing Notes may not be rescinded, and any Existing Notes validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Exchange Offer. Validly withdrawn Existing Notes may, however, be re-tendered by again following one of the procedures described in “—Procedures for Tendering” above prior to the Expiration Date or, in order to receive the Early Tender Premium, on or prior to the Early Participation Date.

Exchange Agent; Information Agent

D.F. King has been appointed as the Exchange Agent and the Information Agent for the Exchange Offer. All correspondence in connection with the Exchange Offer should be sent or delivered by each Eligible Holder of Existing Notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the Exchange Agent at the address listed on the back cover of this offering memorandum. Questions concerning tender procedures and requests for additional copies of this offering memorandum or the letter of transmittal should be directed to the Information Agent at the address and telephone numbers listed on the back cover of this offering memorandum. The eligibility certification and copies of this offering memorandum and the related letter of transmittal are available at www.dfking.com/[●]. Eligible Holders of Existing Notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the Exchange Offer. We will pay the Exchange Agent and the Information Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

Dealer Manager

In connection with the Exchange Offer, we have retained Evercore Group L.L.C. as the Dealer Manager. We will pay a customary fee to the Dealer Manager for soliciting acceptances of the Exchange Offer. That fee will be payable upon completion of the Exchange Offer.

The obligations of the Dealer Manager to perform its functions are subject to various conditions. We have agreed to indemnify the Dealer Manager against various liabilities, including various liabilities under the federal securities laws. The Dealer Manager may contact Eligible Holders of Existing Notes by mail, telephone, facsimile transmission, personal interviews and otherwise may request broker dealers and the other nominee holders to forward materials relating to the Exchange Offer to beneficial holders. Questions regarding the terms of the Exchange Offer may be directed to each Dealer Manager at its address and telephone number listed on the back cover of this offering memorandum. At any given time, the Dealer Manager may trade the Existing Notes or other of our securities for its own accounts or for the accounts of its customers and, accordingly, may hold a long or short position in the Existing Notes.

The Dealer Manager has, from time to time, provided and/or is currently providing investment banking and financial advisory services to us and our affiliates. The Dealer Manager may in the future provide various investment banking and other services to us, and our affiliates, for which it would receive customary compensation from us.

In the ordinary course of its business, the Dealer Manager or its affiliates may at any time hold long or short positions, and may trade for its own account or the accounts of customers, in debt or equity securities issued by us and our subsidiaries and affiliates, including any of the Existing Notes, the Shares, the New Second Lien Notes or the New Unsecured Notes. To the extent that the Dealer Manager or its affiliates own Existing Notes during the Exchange Offer, they may tender such Existing Notes pursuant to the terms of the Exchange Offer. The Dealer Manager and its affiliates may from time to time in the future engage in transactions with us and our subsidiaries and affiliates and provide services to them in the ordinary course of their respective businesses.

A-22

In connection with the Exchange Offer or otherwise, the Dealer Manager may purchase and sell Existing Notes, the Shares, the New Second Lien Notes or the New Unsecured Notes in the open market. These transactions may include covering transactions and stabilizing transactions. Any of these transactions may have the effect of preventing or retarding a decline in the market prices of the Existing Notes, the Shares, the New Second Lien Notes and/or the New Unsecured Notes. They may also cause the prices of the Existing Notes, the Shares, the New Second Lien Notes and/or the New Unsecured Notes to be higher than the prices that otherwise would exist in the open market in the absence of these transactions. The Dealer Manager may conduct these transactions in the over-the-counter market or otherwise. If the Dealer Manager commences any of these transactions, it may discontinue them at any time.

Other Fees and Expenses

We will bear the expenses of soliciting tenders of the Existing Notes. Solicitations of Eligible Holders may be made by mail, e-mail, facsimile transmission, telephone or in person by the Dealer Manager, Information Agent, Exchange Agent as well as by our officers and other employees and those of our affiliates. No additional compensation will be paid to any officers or employees who engage in soliciting exchanges.

Tendering Eligible Holders of Existing Notes accepted in the Exchange Offer will not be obligated to pay brokerage commissions or fees to us, the Dealer Manager, the Exchange Agent or the Information Agent or, except as set forth below, to pay transfer taxes with respect to the exchange of their Existing Notes. If, however, a tendering Eligible Holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution that Eligible Holder may be required to pay brokerage fees or commissions.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with the tender of Existing Notes in the Exchange Offer unless you instruct us to cause the issuance of Shares, New Second Lien Notes or the New Unsecured Notes, or request that Existing Notes not tendered or accepted in the Exchange Offer be returned, to a person other than the tendering Eligible Holder. In those cases, you will be responsible for the payment of any applicable transfer taxes.

NONE OF W&T, THE DEALER MANAGER, THE TRUSTEE WITH RESPECT TO THE EXISTING NOTES, THE NEW SECOND LIEN NOTES AND THE NEW UNSECURED NOTES, THE EXCHANGE AGENT, THE INFORMATION AGENT, AND ANY AFFILIATE OF ANY OF THEM, MAKES ANY RECOMMENDATION AS TO WHETHER ELIGIBLE HOLDERS OF THE EXISTING NOTES SHOULD EXCHANGE THEIR EXISTING NOTES FOR SHARES, NEW SECOND LIEN NOTES AND NEW UNSECURED NOTES IN RESPONSE TO THE EXCHANGE OFFER.

A-23

Exhibit B

Summary of Key Terms of New Capital Financing

The information contained herein is strictly confidential and may not be disclosed to any third party other than according to the terms of the commitment letter to which this is attached.

B-2

B-3

B-4

B-5

Exhibit C

TERMS OF AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

A summary of the amendments to the First Lien Credit Agreement is included below. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement or First Lien Credit Agreement, as applicable.

C-1

C-2

Exhibit D

Form of Joinder

[●], 2016

Reference is made to that Support Agreement, dated as of [●], 2016 (as it may be amended in accordance with its terms, the “Support Agreement”), by and among W&T Offshore, Inc., a Texas corporation (the “Company”) and each Holder (as defined therein), regarding an offer to exchange up to 100% of the Company’s outstanding 8.50% Senior Notes due 2019 (the “Existing Notes”) issued under the Indenture, dated as of June 10, 2011 (the “Indenture”), by and among the Company, the subsidiary guarantors identified therein and Wilmington Trust, National Association (as successor trustee to Wells Fargo Bank, National Association) (the “Trustee”), for (i) 62,100,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), which will represent approximately 45% of the Company’s Total Equity upon Consummation (as defined below), of the Company (the “Shares”), (ii) $202.5 million aggregate principal amount of new second lien exchange notes due May 2020 on terms substantially identical to the existing 9.00% second lien term loans, except that the interest on the new second lien exchange notes may be paid in kind at the option of the Company at a rate of 10.75% per annum for the 18 months after issuance and is otherwise payable in cash at a rate of 9.00% per annum (the “New Second Lien Notes”) and (iii) $180 million aggregate principal amount of new unsecured exchange notes due June 2021 (the “New Unsecured Notes”) on terms substantially identical to the Existing Notes, except that the interest on the New Unsecured Notes may be paid in kind at a rate of 10.00% per annum for the first 2 years after issuance and is otherwise payable in cash at a rate of 8.50% per annum, in each case, on the terms and subject to the conditions more fully set forth in the Offering Memorandum. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Support Agreement.

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Support Agreement, agrees to be bound by the terms and conditions of the Support Agreement and shall be deemed a “Holder” under the terms of the Support Agreement, subject to the obligations of a Holder thereunder, including without limitation the undertaking to tender all of its Subject Existing Notes in the Exchange Offer.

[Signature Page Follows]

D-1

IN WITNESS WHEREOF, the undersigned has executed this Joinder as of the date first set forth above.

D-2

Exhibit E

SUMMARY OF KEY TERMS OF THE NEW SECOND LIEN NOTES

The terms of the New Second Lien Notes shall be identical in all respects to the terms of the Existing Term Loans except (i) for such modifications as may be necessary to permit the New Second Lien Notes to be issued pursuant to an indenture rather than a loan agreement provided that the terms of such indenture are identical to the terms of the indenture governing the Existing Notes and (ii) as set forth below. Capitalized terms used herein but not defined shall have the meanings set forth in the Support Agreement, dated             , 2016, among W&T Offshore, Inc., a Texas Corporation, and the holders of Existing Notes listed on the signature pages thereto.

E-1

Exhibit F

SUMMARY OF KEY TERMS OF THE NEW UNSECURED NOTES

The terms of the New Unsecured Notes shall be identical in all respects to the terms of the Existing Notes except as set forth below. Capitalized terms used herein but not defined shall have the meanings set forth in the Support Agreement, dated July 11, 2016, among W&T Offshore, Inc., a Texas Corporation, and the holders of Existing Notes on the signature pages thereto.

F-1

F-2

Exhibit G

REGISTRATION RIGHTS AGREEMENT TERM SHEET

This Registration Rights Agreement Term Sheet summarizes the material terms and conditions of the Registration Rights Agreement (“Agreement”) to be entered into among the Holders and the Company. The Agreement will be entered into on the date of Consummation of the Exchange Offer. All capitalized terms used but not defined herein shall have the meanings set forth in the support agreement entered into among W&T Offshore, Inc. and the Holders party thereto (the “Support Agreement”).

G-1

G-2

G-3

G-4