Exhibit 10.5


 


AMENDED
AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS AMENDED AND RESTATED
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated May 11, 2017 (as it may from time to time be amended, this “Agreement”),
is entered into by and between National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”),
and NESR Holdings Ltd., a British Virgin Islands company (the “Purchaser”).


 


WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one ordinary share, of no par value, of the Company (a “Share”), and one warrant. Each warrant entitles the holder
to purchase one-half of one Share at an exercise price of $5.75 per half Share. On February 9, 2017, the Company and the Purchaser
entered into a Private Placement Warrants Purchase Agreement (the “Original Agreement”), wherein the Purchaser agreed
to purchase an aggregate of 11,450,000 warrants (the “Initial Private Placement Warrants”), or an aggregate of 12,650,000
warrants if the over-allotment option in connection with the Public Offering is exercised in full (the additional warrants purchased
upon exercise of the over-allotment option, the “Additional Private Placement Warrants” and, together with the Initial
Private Placement Warrants, the “Private Placement Warrants”), at a purchase price of $0.50 per warrant. Each Private
Placement Warrant entitles the holder to purchase one-half of one Share at an exercise price of $5.75 per half Share.


 


WHEREAS, the Purchaser
now wishes to purchase 11,850,000 Initial Private Placement Warrants and up to 1,260,000 Additional Private Placement Warrants,
and the Company wishes to accept such subscription from the Purchaser.


 


WHEREAS, the Company
and the Purchaser also desire to amend and restate the Original Agreement and to enter into this Agreement.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


	 	Section 1.	Authorization, Purchase and Sale; Terms of the Private Placement Warrants


 


A.           Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchaser.


 


B.           Purchase
and Sale of the Private Placement Warrants.


 


(i)          As
payment in full for the 11,850,000 Initial Private Placement Warrants being purchased under this Agreement, Purchaser shall pay
$5,925,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be
reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to
be chosen by the Company, maintained by an independent third party, acting as trustee, or into an escrow account maintained by
Ellenoff Grossman & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior
to the date of effectiveness of the registration statement to be filed in connection with the Public Offering (the “Registration
Statement”).


 


(ii)         In the event
that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to the 1,260,000 Additional Private
Placement Warrants in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with
such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being
purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option,
Purchaser shall pay $0.50 per Additional Private Placement Warrant, up to an aggregate amount of $630,000, by wire transfer of
immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.


 




     

     


    

 


(iii)        The
closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of
the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement
Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such
closing date, together with the Initial Closing Date, each, a “Closing Date”). The closing of the purchase and sale
of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices
of EG&S, 1345 Avenue of the Americas, New York, New York, 10105, or such other place as may be agreed upon by the parties
hereto.


 


C.           Terms
of the Private Placement Warrants


 


(i)           Each
Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)         At
or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


   


Section 2.            Representations
and Warranties of the Company. As a material inducement to the Purchaser entering into this Agreement and its purchase
of the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive each Closing Date) that:


  


A.         Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing as a British Virgin
Islands business company and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B.         Authorization;
No Breach. 


 


(i)         The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company
as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity
or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the
Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms
as of the Closing Dates.


 


(ii)         The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance
with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of,
or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to, the Memorandum and Articles of Association of the Company
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to
which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C.         Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares
issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and non-assessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to
the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all
liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements
contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of the Purchaser.


 




     

     


    

 


D.         Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


Section 3.              Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell
the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


A.         Organization
and Requisite Authority. The Purchaser is a company, validly existing and in good standing under the laws of its jurisdiction
and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B.         Authorization;
No Breach


 


(i)         This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)         The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of the Closing Dates (a) conflict with or result in a breach of the terms, conditions or provisions of,
(b) constitute a default under, (c) result in a violation of, or (d) require any authorization, consent, approval, exemption
or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to, the Memorandum and Articles of Association of the Purchaser or any material law, statute, rule or regulation to which the Purchaser
is subject, or any agreement, order, judgment or decree to which the Purchaser is subject, except for any filings required after
the date hereof under federal or state securities laws.


 


C.         Investment
Representations


 


(i)         Pursuant
to Section 1 of this Agreement, the Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement
Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for the Purchaser’s own account,
for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)         The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act
or it is not a “U.S. Person” as defined in Rule 902 of Regulation S under the Securities Act (“Regulation S”).


 


(iii)         The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)         The
Purchaser decided to enter into this Agreement not as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act or as a result of any directed selling efforts within the meaning of Rule 902 under Regulation
S.


 




     

     


    

 


(v)         The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)         The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)         The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
that the Securities and Exchange Commission (the “SEC”) has taken the position that promoters or affiliates of a blank
check company and their transferees, both before and after an initial business combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act.


   


(viii)         The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


Section 4.            Conditions
of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Warrants
are subject to the fulfillment, on or before the applicable Closing Date, of each of the following conditions:


 


A.         Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of such Closing Date as though then made.


 


B.         Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C.         No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.         Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


Section 5.            Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to
the fulfillment, on or before the applicable Closing Date, of each of the following conditions:


 




     

     


    

 


A.         Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


B.         Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.         Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.         No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


E.         Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6.          Lockup. The Purchaser acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until 30 days
after the consummation of a business combination, except to permitted transferees (to be defined in the insider letter and/or
Warrant Agreement).


 


Section 7.          Waiver
of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Purchaser hereby
waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account.


 


Section 8.          Termination. This
Agreement may be terminated at any time after June 30, 2017 upon the election by either the Company or the Purchaser upon written
notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 9.            Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing
Dates.  


 


Section 10.         Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on
Form S-1 the Company will file with the SEC, under the Securities Act, in connection with the Public Offering.


 


Section 11.         Miscellaneous.


 


A.          Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignment by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B.          Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 




     

     


    

 


C.           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.          Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E.          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands for agreements
made and to be wholly performed within such country. The parties hereto hereby waive any right to a jury trial in connection with
any litigation pursuant to this Agreement and the transactions contemplated hereby.


 


F.         Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
all parties hereto.


 


[Signature page follows]


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	NATIONAL ENERGY SERVICES REUNITED CORP.
	 	 
	 	By:	 /s/ Sherif Foda	 
	 	 	Name:  Sherif Foda
	 	 	Title:  Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	NESR HOLDINGS LTD.
	 	 
	 	By: 	/s/Thomas Wood
	 	 	Name:  Thomas Wood
	 	 	Title:  Director
	 	 
	 	Ritter House, Wickhams Cay II
	 	Road Town, Tortola, British Virgin Islands  
	 	Address: