Exhibit
10.6


         


SV3
        HOLDINGS PTE LTD

         

        (Contributor)

         

        and

         

        NATIONAL
        ENERGY SERVICES REUNITED CORPORATION

         

        (NESR)

         

        


 





         

        CONTRIBUTION
        AGREEMENT

         

        


 





         



    


     


    

 


Table
of Contents


 





	1.	Definitions
    and Interpretation	1
	2.	Contribution	7
	3.	Consideration	8
	4.	Conditions
    Precedent 	8
	5.	Pre-completion
    Covenants	9
	6.	Completion
    and Post-Completion Obligations of Contributor	11
	7.	Undertaking,
    Representations and Warranties	12
	8.	Contributor
    Warranties	13
	9.	NESR
    Warranties	13
	10.	Indemnities	14
	11.	Indemnity
    Claims	15
	12.	Termination	15
	13.	Costs
    and Expenses	17
	14.	Successors,
    Transfers and Assignment	17
	15.	Entire
    Agreement	18
	16.	Amendment
    to the Agreement	18
	17.	Remedies
    and Waivers	18
	18.	Counterparts	18
	19.	Invalidity	19
	20.	Notices	19
	21.	Confidentiality	20
	22.	Governing
    Law and Jurisdiction	20
	23.	No
    Claim Against NESR Trust	21








    
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	Schedule 1 Conditions Precedent	22
	1	NESR
    Conditions	22
	2	Contributor
    Conditions 	23
	Schedule 2 Warranties	24
	1	Contributor
    Warranties 	24
	2	NESR
    Warranties	26
	Schedule 3 Limitations on Liability	29
	1	Maximum
    liability	29
	2	Small
    claims and threshold	29
	3	Specific
    limitations	29
	4	No
    duplication of liability	30
	5	Remediable
    breaches	30







 




    
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This
Contribution Agreement (the “Agreement”) is made on November ____, 2017 (the “Signing Date”)
by and between:


 


		(1)	SV3
                                         HOLDINGS PTE LTD., a company incorporated in Singapore (the “Contributor”);
                                         and



 


		(2)	NATIONAL
                                         ENERGY SERVICES REUNITED CORPORATION, a company organized under the laws of the British
                                         Virgin Islands with its registered address at 171 Main Street, Road Town, Tortola, British
                                         Virgin Islands (“NESR”),



 


(each
a “Party” and together the “Parties”).


 


WHEREAS


 


		A.	The
                                         Contributor is the legal and beneficial owner of the Company Shares (as defined below).



 


		B.	The
                                         Contributor has agreed to contribute the legal and beneficial ownership of the Company
                                         Shares to NESR, and NESR has agreed to accept the legal and beneficial ownership of the
                                         Company Shares on the terms and subject to the conditions set out in this Agreement.



 


		C.	NESR
                                         has agreed to issue the Equity Consideration to the Contributor as consideration for
                                         the Company Shares on the terms and subject to the conditions set out in this Agreement.



 


		D.	As
                                         a condition of the acquisition of the Company Shares by NESR and in accordance with the
                                         terms hereof, NESR shall provide an opportunity to its stockholders to have their Offering
                                         Shares (as defined below) redeemed for the consideration, and on the terms and subject
                                         to the conditions and limitations, set forth in this Agreement and the applicable Organizational
                                         Documents of NESR in conjunction with, inter alia, obtaining approval from the stockholders
                                         of NESR for the Transactions (as defined below) (collectively with the other transactions,
                                         authorization and approvals set forth in the Proxy Statement, the “Offer”).



 


THEREFORE,
it is agreed


 


		1.	Definitions
                                         and Interpretation



 


		1.1	Definitions



 


In
this Agreement the following definitions apply:


 


Acceptance
Letter has the meaning ascribed thereto in Clause 11.1.2(a);


 


Affiliate
means, in relation to any specified person, any other person that directly or indirectly, through one or more intermediaries,
Controls or is Controlled by, or is under common Control with such specified person;


 


Agreement
means this Contribution Agreement;


 



    
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Amended
and Restated Memorandum and Articles of Incorporation means that certain Amended and Restated Memorandum and Articles of Incorporation
of NESR, filed on May 11, 2017;


 


Anti-Bribery
Law means applicable laws, regulations or orders in any jurisdiction relating to bribery or corruption (governmental or commercial)
including (i) the UK Bribery Act 2010, (ii) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
issued thereunder, (iii) all national and international laws enacted to implement the OECD Convention on Combating Bribery of
Foreign Officials in International Business Transactions, and (iv) any other law or order from or arrangement entered into with
any Governmental Authority that relates to bribery or corruption, in each case as amended from time to time;


 


Breaching
Party has the meaning ascribed thereto in Clause 4.6.2; 


 


Business
Combination has the meaning set forth in Clause 23.1;


 


Business
Day means a day when banks are open for business in Oman, Singapore and New York;


 


Claim
means a claim by NESR for a breach of the Contributor Warranties or by Contributor for a breach of the NESR Warranties;


 


Closing
Location means the location where the Completion and the transfer of shares pursuant thereto shall occur, which shall be at
the offices of Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002;


 


Code
means the Code of Corporate Governance for closed joint stock companies issued by the MOCI;


 


Company
means Gulf Energy S.A.O.C, a closed joint stock company registered in Oman under Commercial Registration No. 1791842, with
its registered office address as P. O. Box 786, Postal Code 116, Mina Al Fahal, Oman;


 


Company
Shareholders Agreement means that certain shareholders agreement among the Company, the Contributor, NESR Holdings, Mubadarah
Investments LLC, Hilal Al Busaidy, and Yasser Said Al Barami, dated as of October 4, 2017;


 


Company
Shares means all of the equity stock beneficially owned by Contributor in the capital of the Company, which consists of 136,500
shares (approximately 27.3% of the outstanding shares of stock of the Company);


 


Completion
means completion of the contribution of the Company Shares in accordance with this Agreement;


 


Completion
Date means the date on which Completion occurs as set forth in Clause 2;


 


Conditions
Precedent means the items listed in Parts 1 and 2 of ‎Schedule 1;


 


Consideration
shall have the meaning set forth in Clause 3.1;


 



    
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Contributor
Warranties mean the representations and warranties made by the Contributor in Clause 7 and Part 1 of Schedule 1 and Contributor
Warranty means any one of them;


 


Control
means, acting individually or in concert with others: (i) the legal or beneficial ownership, directly or indirectly, of more
than fifty percent (50%) of the share capital or other ownership interests of any person; (ii) the ability, directly or indirectly,
to appoint more than half of the board or other controlling body of any person; or (iii) the ability, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise to direct, or cause the direction of, the management
of any person. A person shall be deemed to direct or cause the direction of the management and policies of a person if the consent
or approval of such person is required with respect to all or substantially all material decisions (and “Controlled”
and “Controlling” shall be construed accordingly);


 


DIFC
means the Dubai International Financial Centre;


 


Disclosed
means fairly and accurately disclosed to enable NESR to reasonably identify the nature, scope and impact of the matter disclosed
(and “Disclosures” shall be construed accordingly);


 


Dispute
Meeting has the meaning ascribed thereto in Clause 22.2;


 


Disputes
Notice has the meaning ascribed thereto in Clause 22.2;


 


Encumbrance
includes any security interest, mortgage, charge, pledge, hypothecation, lien, adverse claim, right to acquire or other form
of security, including any restriction on the use, voting, transfer or receipt of income and any other agreement to give or create
any of the foregoing;


 


Equity
Consideration means a number of shares of NESR Common Stock equal to the quotient of (a) the amount (in USD) paid by the Contributor
for the acquisition of any and all Company Shares, including any and all adjustments, such as Leakage, and (b) USD 10;


 


Exchange
Act means The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;


 


Federal
Securities Laws means the federal securities laws of the United States and the rules and regulations of the SEC and Nasdaq;


 


Final
Long Stop Date has the meaning ascribed thereto in Clause 4.6.2;


 


Fundamental
Warranties means, with respect to the Contributor, the Contributor Warranties set out in Clause 8.6 and Schedule 2 paragraphs
1.2 and 1.4, and, with respect to NESR, the NESR Warranties set out in Schedule 2 paragraphs 2.1, 2.2, and 2.3;


 


GES
Contribution means the contribution by the Contributor to NESR of the Company Shares at the Completion Date, the issuance
of the Equity Consideration by NESR as consideration therefor, and the closing of the transactions contemplated by the Stock Purchase
Agreement pursuant to which NESR will acquire 72.7% of the shares of the Company;


 



    
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Governmental
Authority means any international, supranational, federal, territorial, national, provincial, regional, central, state, municipal
or local government or any governmental or quasi-governmental authority, legislative or executive authority (including any governmental
or quasi-governmental instrumentality agency or official and any court, organ of state, government or self-regulatory organisation,
commission or tribunal or any regulatory or administrative agency) or any political or other subdivision, department or branch
of any of the foregoing;


 


Indemnified
Party when used in connection with particular Losses shall mean the Person or Persons having, or asserting, the right to be
indemnified with respect to such Losses by another Party pursuant to this Clause 10.1;


 


Indemnifying
Party means, when used in connection with particular Losses shall mean the Party having, or having asserted against it, an
obligation to indemnify another Person or Persons with respect to such Losses pursuant to Clause 10.1;


 


Indemnity
Claim means a claim against an Indemnifying Party under Clause 10.1;


 


IPO
has the meaning set forth in Clause 23.1;


 


Lock-up
Agreement means the lock-up agreement to be entered at Completion on the same terms as currently executed by NESR Holdings
relating to the prohibitions against the sale of the Equity Consideration delivered to the Contributor by NESR pursuant to the
Transaction;


 


Long
Stop Date means the date occurring on the 200th day after the Signing Date;


 


Losses
has the meaning ascribed thereto in Clause 10.1;


 


Material
Adverse Effect means any event, circumstance, occurrence or state of affairs or any combination of them (whether existing
or occurring on or before the Signing Date or arising or occurring on or before the Completion Date) which causes, or is reasonably
likely to cause (a) a loss in revenue of the Company and each of its Subsidiaries, taken as a whole in excess of USD 12,500,000
(twelve million five hundred thousand) per annum; (b) a financial liability to the Company and each of its Subsidiaries in excess
of USD 5,000,000 (five million); or (c) a material adverse effect on the ability of Mubadarah Investments LLC to perform its obligations
in connection with the Contributor’s acquisition of the Company Shares;


 


MCDC
means the Muscat Clearing and Depository Company S.A.O.C;


 


MOCI
means the Ministry of Commerce and Industry of Oman;


 


MSM
means the Muscat Securities Market;


 


Nasdaq
means the Nasdaq Capital Market;


 


NESR
Common Stock means the ordinary shares of NESR, no par value;


 



    
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NESR
Holdings means NESR Holdings Ltd., a company organized under the laws of the British Virgin Islands and a shareholder of NESR;


 


NESR
SEC Reports has the meaning set forth in Clause 2.8 of Schedule 2;


 


NESR
Warranties means the representations and warranties made by NESR in Clause 7 and Part 2 of Schedule 1 and NESR Warranty
means any one of them;


 


Offer
has the meaning set forth in the recitals;


 


Offer
Documents means the Proxy Statement and the documents included or referred to therein pursuant to which the Offer will be
made, together with any supplements, amendments and/or exhibits thereto;


 


Offering
Shares means shares of NESR Common Stock issued in NESR’s initial public offering;


 


Oman
means the Sultanate of Oman;


 


Organizational
Documents means, with respect to a Person that is not an individual, its articles of incorporation, certificate of incorporation,
certificate of formation, bylaws, memorandum and/or articles of incorporation, operating agreement, certificate of limited partnership,
partnership agreement and/or similar documents, instruments or certificates executed, adopted or filed in connection with the
creation, formation or organization of such Person, including any amendments thereto;


 


Other
Combination Agreement means merger, contribution, purchase or other agreement providing for the acquisition by NESR of NPS
Holdings, Ltd, an oilfield services company formed in the United Arab Emirates;


 


Permits
means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights
obtained, or required to be obtained, from Governmental Authorities;


 


Person
means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated
organization, government or agency or subdivision thereof or any other entity;


 


Preliminary
Proxy Statement means the preliminary proxy statement of NESR initially filed with the SEC in connection with the Transactions;


 


Prospectus
means that certain final prospectus of NESR, dated May 12, 2017, prepared, filed and made available to the public in accordance
with applicable securities law, rules and regulations;


 


Proxy
Statement means the proxy statement to be filed by NESR with the SEC in connection with the Offer and the Transactions contemplated
hereby, as amended or supplemented;


 


Public
Shareholders has the meaning set forth in Clause 23.1;


 



    
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Qualifying
Claim has the meaning ascribed thereto in paragraph 2.1(a) of Schedule 3;


 


Registration
Rights Agreement means that certain Registration Rights Agreement by and among NESR and NESR Holdings, dated as of May 17,
2017;


 


RO
means Omani Rial, the national currency of Oman;


 


SEC
means the U.S. Securities and Exchange Commission;


 


Signing
Date has the meaning ascribed thereto in the introduction of this Agreement;


 


Stock
Purchase Agreement means the agreements, if approved by the shareholders of NESR pursuant to the Proxy Statement, pursuant
to which NESR or NESR Holdings will acquire 72.7% of the shares of the Company collectively from Mubadarah Investments LLC, Hilal
Al Busaidy, Yasser Said Al Barami and the National Bank of Oman, and thereafter any shares of the Company acquired by NESR Holdings
shall be assigned to NESR;


 


Subsidiaries
mean all the companies Controlled by the Company and mentioned in Exhibit B and Subsidiary means any of them;


 


Tax,
Taxes, and Taxation means any and all forms of taxation, duties, levies, imposts and social security charges, including
corporate income tax, capital gains tax, wage withholding tax, national social security contributions and employee social security
contributions, value added tax, customs and excise duties, capital tax and other legal transaction taxes, dividend withholding
tax, land taxes, environmental taxes and duties and any other type of taxes or duties payable by virtue of any applicable national,
regional or local law or regulation and which may be due directly or by virtue of joint and several liability; together with any
interest, penalties, surcharges or fines relating to them, due, payable, levied, imposed upon or claimed to be owed in any relevant
jurisdiction;


 


Transaction
means the GES Contribution and the Other Combination Agreement, and the other transactions contemplated by this Agreement;


 


Transaction
Document means this Agreement, the Stock Purchase Agreement, the Voting Agreement and the Other Combination Agreement and
any document necessary to, or prepared in connection with, the execution of the Completion;


 


USD
means Unites States Dollars;


 


Voting
Agreement means the voting agreement entered into on or around the Completion Date among NESR, the Contributor, and NESR Holdings,
the form of which is attached hereto as Exhibit A; and


 


Warranties
mean the Contributor Warranties and NESR Warranties and Warranty means any one of them.


 



    
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		1.2	Interpretation



 


In
this Agreement, unless otherwise specified:


 


		1.2.1	references
                                         to any Clause, paragraph or Schedule are to those contained in this Agreement and all
                                         Schedules to this Agreement are an integral part of this Agreement;



 


		1.2.2	headings
                                         are for ease of reference only and shall not be taken into account in construing this
                                         Agreement;



 


		1.2.3	the
                                         expression this Clause shall, unless followed by reference to a specific provision, be
                                         deemed to refer to the whole clause (not merely the sub-clause, paragraph or other provision)
                                         in which the expression occurs;



 


		1.2.4	a
                                         reference to a Party shall include that Party’s successors and permitted assigns;



 


		1.2.5	a
                                         reference to the ordinary course of business shall mean the running of the relevant
                                         business in accordance with its custom, transactions and past practice;



 


		1.2.6	a
                                         person includes any individual, firm, company, authority, court, government or other
                                         incorporated or unincorporated body corporate or politic including a Governmental Authority;



 


		1.2.7	references
                                         to documents being in the agreed form shall mean in relation to any documents,
                                         the draft of the document which has been agreed between the relevant parties thereto
                                         and initialled on their behalf for the purpose of identification;



 


		1.2.8	the
                                         use of the singular herein shall include the plural and vice versa;



 


		1.2.9	any
                                         reference to includes or including shall be deemed to be a reference to
                                         includes (without limitation) or including (without limitation) respectively;



 


		1.2.10	a
                                         reference to a date which is not a Business Day shall be construed as a reference to
                                         the next succeeding Business Day;



 


		1.2.11	all
                                         references to time and dates are expressed and shall be construed in accordance with
                                         the Gregorian calendar; and



 


		1.2.12	a
                                         reference to an agreement or other document is a reference to that agreement or document
                                         as supplemented, amended or novated from time to time.



 


		2.	Contribution



 


At
the Completion Date, subject to the terms of this Agreement, the Contributor shall contribute to NESR and NESR shall accept from
the Contributor, the legal and beneficial ownership of the Company Shares free and clear from any Encumbrance and together with
all legal and beneficial rights and benefits attached or accruing to them on Completion including the right to receive all dividends
or distributions declared, made or paid on or after Completion.


 



    
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The
Completion Date shall be designated by NESR, subject to satisfaction of the Conditions Precedent in accordance with Clause 4,
but shall not occur later than thirty (30) days after NESR shareholder approval of this Agreement, unless the Parties agree otherwise.
For the avoidance of doubt, and without prejudice to any other term of this Agreement, unless the Contributor agrees otherwise,
the Contributor shall not be required to contribute the Company Shares to NESR pursuant to this Agreement before the completion
of the transactions contemplated by the Stock Purchase Agreement and the Other Combination Agreement.


 


		3.	Consideration



 


		3.1	As
                                         consideration for the Company Shares (the “Consideration”), at Completion
                                         NESR shall issue the Equity Consideration to the accounts designated by the Contributor
                                         in writing, free and clear of all Encumbrances (except for Encumbrances consisting of
                                         restrictions on transfer generally arising under applicable federal or state securities
                                         law as well as the Lock-up Agreement), and a certificate, signed by a duly authorized
                                         officer of NESR and delivered to the Contributor at the Completion, evidencing appropriate
                                         book entries to the accounts designated by the Contributor in writing.



 


		3.2	The
                                         Parties hereby agree and acknowledge that any Taxes attributable to the Contributor applicable
                                         to the contribution of the Company Shares by the Contributor to NESR as contemplated
                                         by this Agreement shall be the sole responsibility of the Contributor and any Taxes attributable
                                         to NESR applicable to the acquisition of the Company Shares by NESR from the Contributor
                                         as contemplated by this Agreement shall be the sole responsibility of NESR.



 


		3.3	Contributor
                                         will place the Company Shares into its vault in Houston, Texas within fifteen (15) days
                                         after NESR files the first submission of its Proxy Statement and such Company Shares
                                         shall remain in its vault until the earlier of Completion Date or a failure of the shareholders
                                         of NESR to approve the Business Combination.



 


		4.	Conditions
                                         Precedent



 


Conditions
Precedent to Completion 


 


		4.1	Completion
                                         shall be subject to and conditional upon the Parties procuring the completion of the
                                         Conditions Precedent in form and substance that are materially required to complete the
                                         Transaction and in a manner that is satisfactory to the Contributor and NESR, as applicable,
                                         in each case acting reasonably and in good faith.



 


		4.2	NESR
                                         shall use all reasonable endeavours to procure that such Conditions Precedent in Part
                                         1 of Schedule 1 are satisfied on or before the Long Stop Date. In particular NESR shall
                                         execute, perform and do (or procure to be executed, performed and done by third parties
                                         as necessary) all such deeds, documents, procedures, acts and things as are necessary
                                         to procure the satisfaction of those Conditions Precedent as soon as practicable.



 



    
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		4.3	The
                                         Contributor shall use all reasonable endeavours to procure that such Conditions Precedent
                                         in Part 2 of Schedule 1 are satisfied on or before the Long Stop Date. In particular,
                                         the Contributor shall execute, perform and do (or procure to be executed, performed and
                                         done by third parties as necessary) all such deeds, documents, procedures, acts and things
                                         as are necessary to procure the satisfaction of those Conditions Precedent as soon as
                                         practicable.



 


		4.4	NESR
                                         may waive any of Conditions Precedent in Part 2 of Schedule 1 (either in whole or in
                                         part) at any time by giving written notice to the Contributor. The Contributor may waive
                                         any of Conditions Precedent in Part 1 of Schedule 1 (either in whole or in part) at any
                                         time by giving written notice to NESR.



 


		4.5	Each
                                         Party undertakes to disclose in writing to the other:



 


		4.5.1	anything
                                         which will or is reasonably likely to prevent any of the Conditions Precedent from being
                                         satisfied on or prior to the Long Stop Date as soon as reasonably practicable upon becoming
                                         aware of the same;



 


		4.5.2	any
                                         material development relating to the fulfilment of any of the Conditions Precedent as
                                         soon as reasonably practicable after it comes to its attention.



 


		4.6	If
                                         the Conditions Precedent are not satisfied, or waived in accordance with Clause 4.4,
                                         on or before the Long Stop Date then:



 


		4.6.1	in
                                         their absolute discretion, the Long Stop Date may be extended by the Parties to such
                                         date as they may agree in writing; or



 


		4.6.2	if
                                         a breach by either of the Contributor or by NESR of Clause 4.2 or 4.3, as applicable
                                         (the “Breaching Party”) has caused one or more of the Conditions Precedent
                                         not to be satisfied by the Long Stop Date, NESR (if the Breaching Party is the Contributor)
                                         or the Contributor (of the Breaching Party is NESR) may, at its absolute discretion,
                                         upon written notice to the Breaching Party on or before the Long Stop Date, extend the
                                         Long Stop Date to such date as it may notify in writing to the Breaching Party provided
                                         that such date shall not be later than the date which is one month after the Long Stop
                                         Date,



 


in
either case, such date being the “Final Long Stop Date”, and the obligations of the Parties under Clause 4.2
and 4.3 to procure the satisfaction of the Conditions shall continue to apply until the Conditions are satisfied or, where applicable,
waived (in accordance with Clause 4.4). For the avoidance of doubt, the extension to the Final Long Stop Date shall apply to all
the Conditions Precedent those directly involved in the relevant breach.


 


		4.7	If
                                         the Conditions Precedent are not satisfied, or, where applicable, waived (in accordance
                                         with Clause 4.4), by the Long Stop Date or the Final Long Stop Date (as applicable) then
                                         Clause 12 shall apply.



 


		5.	Pre-completion
                                         Covenants



 


Conduct
of Business


 


		5.1	Until
                                         Completion, the Contributor undertakes to NESR that it shall not dispose of or otherwise
                                         create, grant, extend or permit to subsist or take any action that shall lead to any
                                         Encumbrance over all or any portion of the Company Shares (other than to NESR pursuant
                                         to this Agreement or pursuant to any Transaction Document or the Company Shareholders
                                         Agreement), and that if any Encumbrance shall attach to such Company Shares Contributor
                                         shall take all necessary measures to remove any such Encumbrance before the Completion.



 



    
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Proxy
Statement


 


		5.2	NESR
                                         shall file with the SEC a Proxy Statement relating to the Transaction. NESR shall file
                                         the Proxy Statement in a manner consistent with any and all applicable Federal Securities
                                         Laws and in accordance with and as required by the applicable governing documents of
                                         NESR (including, without limitation, the Prospectus and the Amended and Restated Memorandum
                                         and Articles of Incorporation).



 


		5.3	NESR
                                         shall provide the Contributor and its counsel a reasonable opportunity to review and
                                         approve (such approval not to be unreasonably withheld) any portion of the Proxy Statement,
                                         including any amendments and supplements thereto, that refers directly or indirectly
                                         to the Contributor or any of its Affiliates prior to filing the Proxy Statement with
                                         the SEC.



 


Listing


 


		5.4	From
                                         the date of this Agreement through the Completion, NESR shall use all reasonable efforts
                                         that are necessary or desirable for NESR to remain listed as a public company on, and
                                         for shares of NESR Common Stock to be tradable over, the applicable Nasdaq market(s)
                                         and such other exchange or trading market as the NESR Common Stock is then listed.



 


Registration
Rights 


 


		5.5	NESR
                                         shall grant one demand registration right and piggyback registration rights to the Contributor
                                         on terms consistent with the Registration Rights Agreement, including any amendment thereof.



 


Operations
of NESR Prior to Completion


 


		5.6	Between
                                         the date hereof and the Completion, except (x) as contemplated by this Agreement
                                         or (y) with the prior approval of the Contributor, NESR shall not (directly or indirectly)
                                         take any of the following actions:



 


		5.6.1	take
                                         any action in violation or contravention of any of the Organizational Documents of NESR
                                         and applicable law and applicable rules and regulations of the SEC and Nasdaq;



 


		5.6.2	split,
                                         combine or reclassify the NESR Common Stock, or reduce below USD 10.00 per share
                                         the offering price (as described in the Prospectus) except as provided in this Agreement;



 


		5.6.3	make
                                         any amendment or modification to the Investment Management Trust Agreement between the
                                         Company and Continental Stock Transfer & Trust Company;



 



    
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		5.6.4	make
                                         or allow to be made any reduction in the NESR Trust Amount, other than as expressly permitted
                                         by the Organizational Documents of NESR; or



 


		5.6.5	amend
                                         the Stock Purchase Agreement or the Other Combination Agreement in any material respect
                                         in a manner that is economically adverse to the Contributor or that revises the structure
                                         of the transactions contemplated thereby or the parties to such agreements.



 


Exclusivity


 


		5.7	Except
                                         with respect to this Agreement, between the Signing Date and (i) the Completion Date
                                         or (ii) termination of this Agreement in accordance with Clause 12, the Contributor shall
                                         not, and each of its representatives, directors, managers, employees, agents and advisors
                                         shall not:



 


		5.7.1	solicit,
                                         initiate, consider, encourage or accept any other proposals or offers from, or provide
                                         any information to, any party in respect of the sale of all or part of the Company Shares;
                                         or



 


		5.7.2	enter
                                         into any agreement (or grant any option or right) to sell, transfer or otherwise legally
                                         and/or beneficially dispose of the Company Shares; or



 


		5.7.3	enter
                                         into any discussions, conversations, negotiations or other communications with any third
                                         party in respect of the foregoing.



 


		5.8	Between
                                         the Signing Date and (i) the Completion Date or (ii) termination of this Agreement in
                                         accordance with Clause 12, the Contributor shall refrain from taking any action the purpose
                                         or effect of which could reasonably be expected to frustrate the ability of the Parties
                                         to pursue and complete the Transaction.



 


		5.9	The
                                         Contributor and NESR shall cooperate with each other, and with the sellers of the shares
                                         to be transferred to NESR pursuant to the Stock Purchase Agreement, in relation to any
                                         brokering arrangements that may be necessary in order to implement the transfer of the
                                         Company Shares to NESR on the Completion Date.



 


		5.10	The
                                         Contributor and NESR hereby agree to cooperate with each other and execute, acknowledge
                                         (if necessary) and deliver such documents, certificates or other instruments, as mutually
                                         agreed, and take such other actions as may be reasonably required to carry out the intents
                                         and purposes of this Agreement and comply with the laws of Oman, including ownership
                                         requirements. The requesting Party shall reimburse the responding Party for all
                                         reasonable out of pocket expenses incurred by the responding Party in connection therewith.



 


		6.	Completion
                                         and Post-Completion Obligations of Contributor



 


		6.1	On
                                         the Completion Date:



 


		6.1.1	The
                                         Contributor shall transfer the legal and beneficial ownership of the Company Shares to
                                         NESR free from any Encumbrance, including providing all documents and instruments necessary
                                         to effect the transfer of title to the name of NESR at the MCDC, and NESR shall be responsible
                                         for all transfer fees;



 



    
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		6.1.2	NESR
                                         shall issue the Equity Consideration as contemplated by Clause 3.1;



 


		6.1.3	The
                                         Contributor shall execute the Lock-up Agreement; and



 


		6.1.4	The
                                         Contributor and NESR shall execute the Voting Agreement.



 


		7.	Undertaking,
                                         Representations and Warranties



 


		7.1	Each
                                         Party represents and warrants to the other Party that each of the following statements
                                         is true, accurate and not misleading as at the Signing Date, and represents and warrants
                                         that they will be true, accurate and not misleading at the Completion Date as if repeated
                                         immediately prior to Completion:



 


		7.1.1	it
                                         is duly organised, validly existing and in good standing under the laws of the country
                                         of its incorporation and is duly qualified to do business as a foreign corporation in
                                         every jurisdiction in which it is required to qualify in order to conduct its business
                                         except where the failure to so qualify would not have a material adverse effect on the
                                         Party or its properties;



 


		7.1.2	it
                                         is duly qualified to do business and perform the transactions contemplated under this
                                         Agreement (and each other Transaction Document to which it is or will be a party);



 


		7.1.3	it
                                         has the complete, exclusive and unrestricted right, power and authority to enter into,
                                         execute and perform this Agreement (and each other Transaction Document to which it is
                                         or will be a party), and this Agreement (and each other Transaction Document to which
                                         it is or will be a party) shall, following its execution, constitute a legal, valid and
                                         binding obligation of such Party;



 


		7.1.4	it
                                         has taken all necessary action to authorise the execution and performance of this Agreement
                                         and each other Transaction Document in accordance with the terms of this Agreement;



 


		7.1.5	it
                                         has the complete, exclusive and unrestricted right, power and authority to take any action
                                         and to enter into and execute any documents, applications, forms or agreements required
                                         by the terms herein;



 


		7.1.6	neither
                                         the execution and delivery of this Agreement (and each other Transaction Document to
                                         which it is or will be a party), the consummation of the transactions contemplated herein
                                         and therein, or the fulfilment of, or compliance with, the terms and conditions of this
                                         Agreement (and each other Transaction Document to which it is or will be a party), conflict
                                         with or result in a breach of or a default under any of the terms, conditions or provisions
                                         of any legal restriction (including without limitation, any judgment, order, injunction,
                                         decree or ruling of any court or Governmental Authority, or any law, statute, rule or
                                         regulation) or any covenant or agreement or instrument to which such Party is now a party,
                                         or by which such Party or any of its assets or property is bound, nor does such execution,
                                         delivery, consummation or compliance violate or result in the violation of any of such
                                         Party’s constitutional documents; and



 



    
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		7.1.7	no
                                         representation, covenant, warranty or other statement made by itself in this Agreement
                                         any other document or agreement referred to herein contains any untrue statement or omits
                                         to state a material fact necessary to make any of them, in light of the circumstances
                                         in which it was made, not misleading.



 


		7.2	Each
                                         Party shall immediately (and in any event before Completion) notify the other Party in
                                         writing of anything of which the notifying Party is or becomes aware which renders or
                                         is likely to render any of its Warranties untrue, inaccurate or misleading.



 


		7.3	Any
                                         notice given under this Clause 7 in relation to any matter or circumstance shall not,
                                         for the avoidance of doubt, operate as a disclosure or prevent NESR from making any Indemnity
                                         Claim arising from that matter or circumstance.



 


		8.	Contributor
                                         Warranties



 


		8.1	The
                                         Contributor warrants to NESR that each of the Contributor Warranties is true, accurate
                                         and not misleading as at the Signing Date and at the Completion Date.



 


		8.2	Each
                                         of the Contributor Warranties shall be construed as:



 


		8.2.1	a
                                         separate and independent warranty; and



 


		8.2.2	unless
                                         expressly provided in this Agreement, shall not be limited by reference to any other
                                         sub-clause of Clause 7 and NESR shall have a separate claim and right of action in respect
                                         of every breach of a Contributor Warranty.



 


		8.3	The
                                         Contributor Warranties shall not in any respect be extinguished or affected by Completion.



 


		8.4	The
                                         provisions of Schedule 3 apply, to the extent set out therein, to limit the liability
                                         of the Contributor with respect to a Claim under this Agreement.



 


		8.5	The
                                         Contributor acknowledges that NESR has entered into this Agreement in reliance on, among
                                         other things, the Contributor Warranties.



 


		8.6	The
                                         Contributor represents and warrants that at the time of signing of this Agreement, the
                                         shares that it owns in the Company are not Encumbered in any manner other than by this
                                         Agreement, any Transaction Document and the Company Shareholders Agreement.



 


		9.	NESR
                                         Warranties



 


		9.1	NESR
                                         warrants to the Contributor that each of the NESR Warranties is true, accurate and not
                                         misleading as at the Signing Date and at the Completion Date.



 


		9.2	Each
                                         of the NESR Warranties:



 


		9.2.1	shall
                                         be construed as a separate and independent warranty; and



 


		9.2.2	shall
                                         not be limited by reference to any other sub-clause of Clause 7 and the Contributor shall
                                         have a separate claim and right of action in respect of every breach of a NESR Warranty.



 



    
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		9.3	The
                                         NESR Warranties shall not in any respect be extinguished or affected by Completion.



 


		9.4	NESR
                                         represents and warrants that it has provided to the Contributor prior to the Signing
                                         Date and the Completion Date all information discovered by NESR during the course of
                                         due diligence of NPS Holdings, Ltd. that NESR believes, in its reasonable judgment, would
                                         constitute conduct that would be in violation of law that could have a Material Adverse
                                         Effect on NPS Holdings, Ltd. if continued or repeated after the consummation of the purchase
                                         contemplated by the Stock Purchase Agreement, including issues related to violations
                                         by, or failure to comply by, of NPS Holdings, Ltd. with applicable laws (including violations
                                         of import/export restrictions or the Anti-Bribery Laws), or circumstances that exist
                                         that would make it a violation of applicable law for the Contributor, if it were owned
                                         by United States persons, to directly or indirectly own an ownership interest in of NPS
                                         Holdings, Ltd.



 


		10.	Indemnities



 


		10.1	Without
                                         prejudice to any other right or remedy available to the Contributor, NESR agrees and
                                         undertakes to fully indemnify, keep indemnified and hold harmless the Contributor from
                                         and against any losses, damages, liabilities, claims, diminution of value, interest,
                                         awards, judgments, penalties, costs or expenses (including legal and other professional
                                         fees, costs and out-of-pocket expenses incurred in investigating, preparing or defending
                                         the foregoing) (collectively, “Losses”) asserted against, suffered
                                         or incurred from time to time by the Contributor arising out of or resulting from any
                                         breach of NESR’s covenants or agreements herein or any NESR Warranty; and



 


		10.2	Without
                                         prejudice to any other right or remedy available to NESR, the Contributor agrees and
                                         undertakes to fully indemnify, keep indemnified and hold harmless NESR from and against
                                         any Losses asserted against, suffered or incurred from time to time by NESR arising out
                                         of or resulting from any breach of the Contributor’s covenants or agreements herein
                                         or any Contributor Warranty.



 


		10.3	No
                                         Party shall have any liability for any Indemnity Claim, in the following circumstances:



 


		10.3.1	if
                                         the relevant Indemnity Claim would not have arisen but for a voluntary act or omission
                                         made after the Completion Date by the other Party; and



 


		10.3.2	unless
                                         and until the contingent liability to which the relevant Indemnity Claim relates becomes
                                         an actual liability and is due and payable.



 


		10.4	For
                                         the avoidance of doubt, nothing in Schedule 3 shall qualify or limit the liability of
                                         a Party in relation to (i) Clause 10.1; or (ii) any fraud or wilful misconduct on the
                                         part of the Party.



 



    
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		11.	Indemnity
                                         Claims



 


		11.1	In
                                         respect of an Indemnity Claim:



 


		11.1.1	the
                                         Indemnified Party shall notify the Indemnifying Party in writing of any Indemnity Claim
                                         within sixty (60) Business Days after the Indemnified Party becomes aware of the event
                                         giving rise to the Indemnity Claim. The Indemnified Party shall in its notice to the
                                         Indemnifying Party specify the amount claimed, if known, and explain in reasonable detail
                                         (to the extent such information is available at the time of the relevant Indemnity Claim)
                                         the matter which gives rise to the relevant Indemnity Claim (although failure to give
                                         such detail shall not invalidate the notice of such Indemnity Claim);



 


		11.1.2	the
                                         Indemnifying Party, acting reasonably, following receipt of an Indemnity Claim and in
                                         any event no later than 30 (thirty) days thereof, shall either:



 


		(a)	accept
                                         such Indemnity Claim and confirm the same in writing (the “Acceptance Letter”)
                                         and make payment to the Indemnified Party of the Indemnity Claim in settlement of all
                                         liabilities arising from such Indemnity Claim within a period of a further 30 (thirty)
                                         days from the date of the Acceptance Letter; or



 


		(b)	notify
                                         the Indemnified Party in writing that it intends to dispute the Indemnity Claim.



 


		11.2	If
                                         the Indemnity Claim is raised through the notice sent by Indemnified Party according
                                         to Clause 11.1.1, then during a period of 30 (thirty) days following the giving of the
                                         notice by the Indemnifying Party under Clause 11.1.2(b), the Indemnifying Party and Indemnified
                                         Party shall attempt to resolve any differences which they may have with respect to any
                                         matters constituting the subject matter of such notice. If, at the end of such period,
                                         the Parties fail to reach an agreement in writing with respect to all such matters, then
                                         all matters as to which an agreement is not so reached may be submitted to arbitration
                                         pursuant to Clause 22.



 


		11.3	No
                                         Indemnified Party shall be entitled to initiate proceedings in respect of an Indemnity
                                         Claim after the expiry of a term of six (6) months after the date on which such Indemnified
                                         Party gives notice pursuant to Clause 11.1.1 in relation to that Indemnity Claim.



 


		12.	Termination



 


		12.1	Subject
                                         to Clause 12.3, this Agreement may be terminated at any time prior to the Completion
                                         Date:



 


		12.1.1	by
                                         NESR if, between the Signing Date and the Completion Date:



 


		(a)	any
                                         Contributor Warranties (A) that are not qualified by “materiality” shall
                                         not have been true and correct in all material respects when made or (B) that are qualified
                                         by “materiality” shall not have been true and correct when made; or



 



    
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		(b)	the
                                         Contributor makes a general assignment for the benefit of creditors, or any proceeding
                                         shall be instituted by or against the Contributor seeking to adjudicate any of them as
                                         bankrupt or insolvent, or seeking any of their liquidation, winding up or reorganization,
                                         or seeking any arrangement, adjustment, protection, relief or composition of any of their
                                         debts under any law relating to bankruptcy, insolvency or reorganization; or



 


		(c)	shareholders
                                         of NESR do not grant approval of the Transaction by the requisite vote; or



 


		(d)	the
                                         Contributor is unable to provide title to all of the shares in the Company that it is
                                         committed under this Agreement to deliver to NESR on the Completion Date; or



 


		12.1.2	by
                                         the Contributor if, between the Signing Date and the Completion Date:



 


		(a)	any
                                         NESR Warranties (A) that are not qualified by “materiality” shall not have
                                         been true and correct in all material respects when made or (B) that are qualified
                                         by “materiality” shall not have been true and correct when made; or



 


		(b)	NESR
                                         makes a general assignment for the benefit of creditors, or any proceeding shall be instituted
                                         by or against NESR seeking to adjudicate NESR as bankrupt or insolvent, or seeking its
                                         liquidation, winding up or reorganization, or seeking any arrangement, adjustment, protection,
                                         relief or composition of its debts under any law relating to bankruptcy, insolvency or
                                         reorganization; or



 


		12.1.3	by
                                         either the Contributor or NESR if:



 


		(a)	the
                                         shareholders of NESR fail to approve this Transaction;



 


		(b)	NESR
                                         fails to complete the transactions contemplated by the Stock Purchase Agreement and acquire
                                         72.7% of the shares of the Company;



 


		(c)	all
                                         the Conditions Precedent are not satisfied, or waived, in accordance with Clause 4.4
                                         on or before (i) the Long Stop Date if the Long Stop Date is not extended in accordance
                                         with Clause 4.6.2 or (ii) the Final Long Stop Date if the Long Stop Date is extended
                                         in accordance with Clause 4.6.1; or



 


		(d)	Completion
                                         shall not have occurred by the Final Long Stop Date;



 


		12.1.4	by
                                         the written consent of both Parties.



 


		12.2	In
                                         the event of termination of this Agreement as provided in this Clause 12, this Agreement
                                         shall forthwith become void and there shall be no liability on the part of any Party
                                         except (a) Clause 1 (Definitions and Interpretation), this Clause 12.2, Clause 17 (Remedies
                                         and Waivers), Clause 20 (Notices), Clause 21 (Confidentiality) and Clause 22 (Governing
                                         Law and Jurisdiction) and (b) that nothing herein shall relieve any Party from liability
                                         for any breach of this Agreement.



 



    
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		12.3	Any
                                         right of termination arising under Clause 12.1, which derives from an actual or perceived
                                         breach of the Warranties, shall not be exercisable before the Party in breach (or apparent
                                         breach) has first been afforded a period of fifteen (15) calendar days after having received
                                         a notice to that effect from the Party seeking to rely on the breach (or apparent breach),
                                         to rectify such breach to such an extent as to remedy the effect that would otherwise
                                         have been caused (and upon which the right of termination would otherwise have been based).



 


		13.	Costs
                                         and Expenses



 


		13.1	The
                                         costs and expenses incurred by the Parties in relation to the negotiation, preparation
                                         and consummation of this Transaction, including but not limited to respective attorneys’
                                         fees in connection thereto shall be borne by the Party incurring such expenses; provided,
                                         however, that the Parties agree that if the Business Combination and Completion
                                         are consummated, NESR shall be obligated to pay all expenses incurred by the Parties
                                         in connection with the preparation, negotiation and consummation of this Agreement, the
                                         Transaction Documents, and any prior contracting drafts or documents ancillary to the
                                         Transaction Documents subject to a maximum cap on such expenses incurred by Contributor
                                         and SCF-VIII, L.P. of Three Hundred Fifty Thousand USD ($350,000), subject to submission
                                         of proper invoice; provided further that no expenses incurred by the Contributor
                                         in connection with the preparation of the Proxy Statement shall be reimbursed by NESR
                                         unless approved in advance and that Contributor and its affiliates or shareholders shall
                                         not be entitled to recover from NESR expenses already reimbursed by the Company or pursuant
                                         to any other agreement.



 


		13.2	Liability
                                         for Brokers’ Fees.



 


		13.2.1	Contributor
                                         shall not directly or indirectly have any responsibility, liability or expense, as a
                                         result of undertakings or agreements of NESR or any of its Affiliates, for brokerage
                                         fees, finder’s fees, agent’s commissions or other similar forms of compensation
                                         in connection with this Agreement or any agreement or the Transactions.



 


		13.2.2	NESR
                                         shall not directly or indirectly have any responsibility, liability or expense, as a
                                         result of undertakings or agreements of Contributor or any of its Affiliates, for brokerage
                                         fees, finder’s fees, agent’s commissions or other similar forms of compensation
                                         in connection with this Agreement or any agreement or the Transactions.



 


		14.	Successors,
                                         Transfers and Assignment



 


This
Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns; provided
that this Agreement (and any of the rights, benefits, interests or obligations of any Party hereunder) may not be assigned, transferred
or held in trust by any Party without the prior written consent of the other Party hereto (such consent not to be unreasonably
withheld).


 



    
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		15.	Entire
                                         Agreement



 


The
Transaction Documents set out the entire agreement between the Parties relating to the Transaction. The Transaction Documents
supersede all previous arrangements, negotiations, discussions and agreements between the Parties relating to the Transaction.


 


		16.	Amendment
                                         to the Agreement



 


This
Agreement may be amended, waived or modified only by an instrument in writing signed by each of the Parties hereto.


 


		17.	Remedies
                                         and Waivers



 


No
Waiver or Discharge


 


		17.1	No
                                         breach by either Party of any provision of this Agreement shall be waived or discharged
                                         except with the express written consent of the other Party.



 


Effect
of Failure or Delay


 


		17.2	No
                                         failure or delay by a Party in exercising any right, power or privilege under this Agreement
                                         or at law shall operate as a waiver of that right, power or privilege and no single or
                                         partial exercise by a Party of any right, power or privilege shall preclude any further
                                         exercise of that right, power or privilege or the exercise of any other right, power
                                         or privilege of such Party under this Agreement or any applicable laws.



 


Rights,
Benefits and Remedies Cumulative


 


The
rights, benefits and remedies provided in this Agreement are cumulative.


 


		18.	Counterparts



 


Number
and Effectiveness of Counterparts


 


		18.1	This
                                         Agreement may be executed in any number of counterparts. A Party may enter into this
                                         Agreement by executing a counterpart, but this Agreement shall not be effective until
                                         each Party has executed at least one counterpart. The exchange of signed copies of this
                                         Agreement by any electronic means intended to preserve the original graphic and pictorial
                                         appearance of a document shall constitute effective execution and delivery of this Agreement
                                         as to the Parties and may be used in lieu of an original Agreement or other document
                                         for all purposes. Signatures of the Parties transmitted by any electronic means referenced
                                         in the preceding sentence shall be deemed to be original signatures for all purposes.



 


Notwithstanding
The Electronic Signatures in Global and National Commerce Act or any other applicable law relating to or enabling the creation,
execution, delivery, or recordation of any contract or signature by electronic means, and notwithstanding any course of conduct
engaged in by the Parties, no Party shall be deemed to have executed this Agreement unless and until such Party shall have executed
this Agreement or such document on paper by a handwritten original signature with current intention to authenticate this Agreement
or such other contemplated document and an original of such signature has been exchanged by the Parties either by physical delivery
or in the manner set forth in Section 2.2(b). “Originally signed” or “original signature”
means or refers to a signature that has not been mechanically or electronically reproduced.


 



    
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One
Instrument


 


		18.2	Each
                                         counterpart shall constitute an original of this Agreement but all the counterparts together
                                         constitute the same instrument.



 


		19.	Invalidity



 


The
invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability
of any other provision of this Agreement under any applicable laws.


 


		20.	Notices



 


Service


 


Any
notice or other communication to be given under this Agreement shall be in writing and shall be (i) delivered by hand; or (ii)
delivered by courier to be served at the address specified below:


 


		20.1	The
                                         Contributor



 


SV3
Holdings PTE Ltd.





c/o
SCF Partners





600
Travis Street, Suite 6600





Houston,
Texas 77002





Attention:   Andrew
L. Waite; Theresa W. Eaton





Email:           AWaite@scfpartners.com;
TEaton@scfpartners.com


 


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


 


Vinson
& Elkins L.L.P.





1001
Fannin Street, Suite 2500





Houston,
Texas 77002





Attention:   W. Matthew Strock; E. Ramey Layne





Email:
          mstrock@velaw.com; rlayne@velaw.com


 


		20.2	NESR



 


777
Post Oak Blvd., Suite 730





Houston,
Texas 77056





Attention:   Sherif Foda





Email:           sfoda@nesrco.com


 



    
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With
a copy to (which does not constitute notice):


 


Looper
Goodwine, P.C.





1300
Post Oak Boulevard, Suite 2400





Houston,
Texas 77056





Attention:   Donald R. Looper





Email:           dlooper@loopergoodwine.com


 


or
to such other address as a Party may notify to the other Parties in writing as being its address for such purpose.


 


Receipt


 


Any
notice or communication shall be deemed to have been received (i) if by hand, on the day of delivery thereof to the receiving
Party or (ii) if by courier, on the day of delivery thereof to the receiving Party.


 


		21.	Confidentiality



 


Each
Party agrees that the terms of this Agreement and any information disclosed prior to the Signing Date shall be considered confidential
information and the Parties shall not disclose the existence of this Agreement or any of its terms to any third party, either
during the term of this Agreement or thereafter, and only disclose such information to such of its directors, officers, employees,
agents or professional advisers who have a need to know such information.


 


		22.	Governing
                                         Law and Jurisdiction



 


		22.1	This
                                         Agreement and any non-contractual obligations arising out of or in connection with it
                                         shall be governed by the laws of England and Wales.



 


		22.2	In
                                         the event of any dispute between the Parties arising out of or relating to this Agreement
                                         (including a dispute relating to any non-contractual obligations arising out of or in
                                         connection with this Agreement), representatives of the parties shall, within ten (10)
                                         Business Days of service of a written notice from either party to the other (a “Disputes
                                         Notice”), hold a meeting (a “Dispute Meeting”) in an effort
                                         to resolve the dispute. In the absence of agreement to the contrary the Dispute Meeting
                                         shall be held at the registered office for the time being of the Company.



 


		22.3	Each
                                         Party shall use all reasonable endeavours to send a representative who has authority
                                         to settle the dispute to attend the Dispute Meeting.



 


		22.4	Any
                                         dispute arising out of or with respect to this Agreement shall be resolved solely by arbitration
                                         held under the American Arbitration Association (“AAA”). The seat,
                                         or legal place, of arbitration shall be Houston, Texas. The arbitrator shall be instructed
                                         to attempt to conclude the arbitration within 30 days of initiation of proceedings. Both
                                         parties expressly waive their rights to resort to the courts and expressly waive their
                                         rights to discovery except as required by the arbitrator. Time is of the essence, and
                                         the arbitrator is authorized to render a default judgment against a party failing to
                                         appear, provided adequate evidence is presented by the party participating.



 


		22.5	The
number of arbitrators shall be one (1). The arbitrator will be appointed by the AAA.



 



    
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		22.6	The
                                         language to be used in the arbitration shall be English.



 


		22.7	Any
requirement in the Rules to take account of the nationality of a person considered for appointment as an arbitrator shall not
apply and a person may be nominated or appointed as an arbitrator (including as chairman) regardless of his nationality.



 


		22.8	The
                                         award made by the arbitrator shall be final and binding on the parties and may be enforced
                                         in any court of competent jurisdiction. To the extent permissible by law, the parties
                                         hereby waive any right to appeal the decision of the arbitrator.



 


		22.9	Notwithstanding
                                         the foregoing, the parties agree that any of them may seek interim measures including
                                         injunctive relief in relation to the provisions of this Agreement or the parties’
                                         performance of it from any court of competent jurisdiction.



 


		23.	No
                                         Claim Against NESR Trust



 


		23.1	The
                                         Contributor acknowledges that it has read the Prospectus and that NESR has established
                                         the NESR Trust from the proceeds of its initial public offering (“IPO”)
                                         and from certain private placements occurring simultaneously with the IPO for the benefit
                                         of NESR’s public shareholders (“Public Shareholders”) and certain
                                         parties (including the underwriters of the IPO) and that, except for a portion of the
                                         interest earned on the amounts held in the NESR Trust, NESR may disburse monies from
                                         the NESR Trust only: (i) to the Public Shareholders in the event they elect to redeem
                                         NESR Common Stock in connection with the consummation of NESR’s initial business
                                         combination (as such term is used in the Prospectus) (“Business Combination”),
                                         (ii) to the Public Shareholders if NESR fails to consummate a Business Combination within
                                         twenty-four months from the closing of the IPO, (iii) any amounts necessary to pay any
                                         taxes or (iv) to, or on behalf of, NESR after or concurrently with the consummation
                                         of a Business Combination. The Contributor hereby agrees that, it does not now and shall
                                         not at any time hereafter have (other than its rights upon Completion) any right, title,
                                         interest or Claim of any kind in or to any monies in the NESR Trust or distributions
                                         therefrom, or make any Claim prior to Completion against the NESR Trust, regardless of
                                         whether such claim arises based on contract, tort, equity or any other theory of legal
                                         liability. The Contributor hereby irrevocably waives any Claims it may have, against
                                         the NESR Trust (including any distributions therefrom) now or in the future as a result
                                         of, or arising out of, any negotiations, contracts or agreements with NESR and will not,
                                         prior to the Completion, seek recourse against the NESR Trust (including any distributions
                                         therefrom) for any reason whatsoever (including for an alleged breach of this Agreement).
                                         For the avoidance of doubt, notwithstanding anything to the contrary contained herein,
                                         the waivers under this Clause 23.1 will continue to apply at and after the Completion
                                         to distributions made to redeeming Public Shareholders and for transaction expenses paid
                                         (including deferred expenses payable to NESR’s underwriters in connection with
                                         the IPO). The Contributor agrees and acknowledges that such irrevocable waiver is material
                                         to this Agreement and specifically relied upon by NESR to induce it to enter into this
                                         Agreement.



 




    
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Schedule
1

Conditions Precedent to Completion


 


		1	NESR
                                         Conditions



 


Contributor
agrees that the sole remedy for the failure of any of these conditions known to Contributor prior to Completion shall be that
Contributor shall have the right not to close the GES Contribution and to terminate this Agreement. If any failure to satisfy
these conditions becomes known after Completion, Contributor may choose to raise such failure as an Indemnity Claim against the
Breaching Party and not seek to rescind the Agreement.


 


		1.1	The
                                         Transactions, including the transactions contemplated by the Stock Purchase Agreement
                                         and the Other Combination Agreement, shall close concurrently with or prior to the Completion.



 


		1.2	The
                                         NESR Warranties shall have been true, accurate and not misleading at the Signing Date
                                         and at Completion in all material respects.



 


		1.3	There
                                         shall not be any pending action, suit, proceeding, claim, arbitration or litigation that
                                         is expected to have a material impact on this Transaction.



 


		1.4	NESR
                                         shall do all such things necessary in accordance with any applicable laws, particularly
                                         the rules and regulations of the MOCI, MCDC and MSM, for the sale of the Company Shares
                                         to NESR.



 


		1.5	This
                                         Agreement and the Transaction shall have been approved by the requisite vote of the shareholders
                                         of NESR in accordance with the Proxy Statement, and such Proxy Statement shall have been
                                         approved by the SEC and comply with the applicable provisions of the Federal Securities
                                         Laws.



 


		1.6	The
                                         NESR Common Stock issued to the Contributor as part of the Equity Consideration shall
                                         have been approved for listing on the Nasdaq and such other exchange or trading market
                                         as the NESR Common Stock is then listed.



 


		1.7	NESR
                                         shall not have issued any NESR Common Stock at a value below USD 10.00 per share under
                                         the Other Combination Agreement.



 


		1.8	NESR
                                         shall have at least USD 5,000,001 of net tangible assets (as determined in accordance
                                         with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Offer.



 


		1.9	The
                                         Contributor shall have received from NESR an executed counterpart of each of the Transaction
                                         Documents that are to be signed by NESR.



 


		1.10	Opening
                                         by NESR of an account with MCDC.



 


		1.11	Completion
                                         by NESR of all formalities required by any broker through which the Company Shares will
                                         be contributed to NESR (including opening of any necessary broker account).



 



    
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		2	Contributor
                                         Conditions



 


NESR
agrees that the sole remedy for the failure of any of these conditions known to NESR prior to Completion shall be that NESR shall
have the right not to close the GES Contribution and to terminate this Agreement. If any failure to satisfy these conditions becomes
known after Completion, NESR may choose to raise such failure as an Indemnity against the Breaching Party and not seek to rescind
the Agreement.


 


		2.1	The
                                         Transactions, including the transactions contemplated by the Stock Purchase Agreement
                                         and the Other Combination Agreement, shall close concurrently with or prior to Completion,
                                         unless the condition in paragraph 1.1 of this Schedule 1 is waived by Contributor.



 


		2.2	The
                                         Contributor Warranties shall have been true, accurate and not misleading at the Signing
                                         Date and at Completion in all material respects.



 


		2.3	There
                                         shall not be any pending action, suit, proceeding, claim, arbitration or litigation that
                                         is expected to have a material impact on this Transaction.



 


		2.4	The
                                         Contributor shall do all such things necessary in accordance with any applicable laws,
                                         particularly the rules and regulations of the MOCI, MCDC and MSM, for the sale of the
                                         Company Shares to NESR.



 


		2.5	NESR
                                         shall have at least USD 5,000,001 of net tangible assets (as determined in accordance
                                         with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Offer.



 


		2.6	NESR
                                         shall have received from the Contributor an executed counterpart of each of the Transaction
                                         Documents that are to be signed by the Contributor.



 


		2.7	Completion
                                         by the Contributor of all formalities required by any broker through which the Company
                                         Shares will be contributed to NESR (including opening of any necessary broker account).



 




    
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Schedule
2

Warranties


 


		1	Contributor
                                         Warranties



 


		1.1	Existence
and Power to sell the Company Shares.



 


		(a)	Contributor
                                         is: (a) an entity organized, validly existing and in good standing under the Laws of
                                         Singapore; and (b) duly qualified to do business as a foreign corporation in every jurisdiction
                                         in which it is required to qualify in order to conduct its business except where the
                                         failure to so qualify would not have a material adverse effect on Contributor or its
                                         properties.



 


		(b)	The
                                         Contributor has full power, capacity and authority to sell the legal and beneficial ownership
                                         of the Company Shares and no consent or approval is required from any person to enable
                                         the Contributor to transfer or sell the Company Shares.



 


		(c)	The
                                         execution, delivery and performance by the Contributor of this Agreement and, subject
                                         to the satisfaction of the Conditions Precedent as set forth in this Agreement, the performance
                                         of the obligations of the Contributor under it do not and will not constitute a default
                                         under any provision of:



 


		(i)	any
                                         Transaction Document to which the Contributor is a party;



 


		(ii)	the
                                         constitutional and corporate documents of the Contributor; or



 


		(iii)	so
                                         far as the Contributor is aware, any law, order, judgment, award, injunction or decree
                                         by which the Contributor.



 


		1.2	Title
to Company Shares.



 


		(a)	The
                                         Contributor is the sole legal and beneficial owner of the Company Shares and is entitled
                                         to transfer the legal and beneficial title to all the Company Shares on the terms and
                                         subject to the conditions set out in this Agreement free from all Encumbrances without
                                         the consent or approval, of any person.



 


		1.3	Contributor
Information.



 


		(a)	None
                                         of the information supplied or to be supplied by the Contributor or any of its Affiliates
                                         relating to the Contributor, the Company Shares and/or the Contributor’s stockholders,
                                         members, control persons and representatives expressly for inclusion or in the filings
                                         with the SEC, mailings to NESR’s stockholders with respect to the Offer, and/or
                                         the redemption of NESR Common Stock, any supplements thereto and/or in any other document
                                         filed with any Governmental Authority in connection herewith (including the Offer Documents),
                                         will, at the date of filing and/or mailing, as the case may be, knowingly contain any
                                         untrue statement of a material fact or omit to state any material fact necessary in order
                                         to make the statements therein, in light of the circumstances under which they are made,
                                         not misleading (subject to the qualifications and limitations set forth in the materials
                                         provided by the Contributor or that are included in such filings and/or mailings). No
                                         representation or warranty is made by Contributor or any of its Affiliates with respect
                                         to statements made or incorporated by reference therein based on information supplied
                                         or to be supplied by, or on behalf of, Contributor or any of its Affiliates.



 



    
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		1.4	The
Contributor shall have paid sixty-eight million two hundred fifty thousand dollars ($68,250,000) to purchase the Company Shares;
if Contributor has paid less to acquire the Company Shares or if Contributor received payments from the persons that sold the
Company Shares to the Contributor or from the Company (such as Leakage Payments), it shall inform NESR and the Equity Consideration
shall be reduced accordingly.



 


		1.5	Litigation.



 


		(a)	As
                                         of the Execution Date, there are no pending Proceedings, or to Contributor’s knowledge,
                                         threatened in writing before (or that would be before) any Governmental Authority or
                                         arbitrator against Contributor or any Affiliate of Contributor which may impair Contributor’s
                                         ability to perform its obligations under this Agreement if such Proceedings are determined
                                         adversely.



 


		1.6	Bankruptcy.



 


		(a)	There
                                         are no bankruptcy, reorganization or receivership proceedings pending against, being
                                         contemplated by, or, to Contributor’s knowledge, threatened against Contributor.



 


		1.7	No
Conflicts.



 


		(a)	The
                                         execution, delivery and performance of this Agreement by Contributor, and the transactions
                                         contemplated by this Agreement will not (a) violate any provision of the Organizational
                                         Documents of Contributor, (b) result in a material default (with due notice or lapse
                                         of time or both) or the creation of any lien or encumbrance, or give rise to any right
                                         of termination, cancellation or acceleration under any of the terms, conditions or provisions
                                         of any promissory note, bond, mortgage, indenture, loan or similar financing instrument
                                         to which Contributor is a party or which affects Contributor’s assets, (c) violate
                                         any judgment, order, ruling, or regulation applicable to Contributor as a party in interest
                                         or (d) violate any laws applicable to Contributor or any of its assets, except any matters
                                         described in clauses (b), (c) or (d) above which would not be reasonably likely to impede
                                         its ability to consummate the transactions contemplated by this Agreement or by any Transaction
                                         Document.



 


		1.8	Authorization
                                         and Enforceability.



 


		(a)	The
                                         execution, delivery and performance of this Agreement and each other Transaction Document
                                         executed or to be executed by Contributor in connection with the transactions contemplated
                                         hereby, and the performance of the transactions contemplated hereby and thereby, have
                                         been duly and validly authorized by all necessary action on the part of NESR. This Agreement
                                         has been duly executed and delivered by Contributor (and all other Transaction Documents
                                         required hereunder to be executed and delivered by Contributor have been or at Completion
                                         will be duly executed and delivered by Contributor) and this Agreement constitutes, and
                                         at the Completion such documents will constitute, the valid and binding obligations of
                                         Contributor, enforceable in accordance with their terms except as such enforceability
                                         may be limited by applicable bankruptcy or other similar laws affecting the rights and
                                         remedies of creditors generally as well as to general principles of equity (regardless
                                         of whether such enforceability is considered in a Proceeding in equity or at law).



 



    
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		2	NESR
                                         Warranties



 


		2.1	Existence
and Qualification.



 


		(a)	NESR
                                         is: (a) a corporation organized, validly existing and in good standing under the Laws
                                         of the British Virgin Islands; and (b) duly qualified to do business as a foreign corporation
                                         in every jurisdiction in which it is required to qualify in order to conduct its business
                                         except where the failure to so qualify would not have a material adverse effect on NESR
                                         or its properties.



 


		2.2	Power.



 


		(a)	NESR
                                         has the requisite power to enter into and perform this Agreement and each other Transaction
                                         Document to be executed by NESR in connection with the transactions contemplated hereby
                                         and to consummate the transactions contemplated hereby and thereby.



 


		2.3	Authorization
and Enforceability.



 


		(a)	The
                                         execution, delivery and performance of this Agreement and each other Transaction Document
                                         executed or to be executed by NESR in connection with the transactions contemplated hereby,
                                         and the performance of the transactions contemplated hereby and thereby, have been duly
                                         and validly authorized by all necessary action on the part of NESR. This Agreement has
                                         been duly executed and delivered by NESR (and all other Transaction Documents required
                                         hereunder to be executed and delivered by NESR have been or at Completion will be duly
                                         executed and delivered by NESR) and this Agreement constitutes, and at the Completion
                                         such documents will constitute, the valid and binding obligations of NESR, enforceable
                                         in accordance with their terms except as such enforceability may be limited by applicable
                                         bankruptcy or other similar laws affecting the rights and remedies of creditors generally
                                         as well as to general principles of equity (regardless of whether such enforceability
                                         is considered in a Proceeding in equity or at law).



 



    
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		2.4	No
                                         Conflicts.



 


		(a)	The
                                         execution, delivery and performance of this Agreement by NESR, and the transactions contemplated
                                         by this Agreement will not (a) violate any provision of the Organizational Documents
                                         of NESR, (b) result in a material default (with due notice or lapse of time or both)
                                         or the creation of any lien or encumbrance, or give rise to any right of termination,
                                         cancellation or acceleration under any of the terms, conditions or provisions of any
                                         promissory note, bond, mortgage, indenture, loan or similar financing instrument to which
                                         NESR is a party or which affects NESR’s assets, (c) violate any judgment, order,
                                         ruling, or regulation applicable to NESR as a party in interest or (d) violate any laws
                                         applicable to NESR or any of its assets, except any matters described in clauses (b),
                                         (c) or (d) above which would not be reasonably likely to impede its ability to consummate
                                         the transactions contemplated by this Agreement or by any Transaction Document.



 


		2.5	Litigation.



 


		(a)	As
                                         of the Execution Date, there are no pending Proceedings, or to NESR’s knowledge,
                                         threatened in writing before (or that would be before) any Governmental Authority or
                                         arbitrator against NESR or any Affiliate of NESR which may impair NESR’s ability
                                         to perform its obligations under this Agreement if such Proceedings are determined adversely.



 


		2.6	Bankruptcy.



 


		(a)	There
                                         are no bankruptcy, reorganization or receivership proceedings pending against, being
                                         contemplated by, or, to NESR’s knowledge, threatened against NESR.



 


		2.7	Consents.



 


		(a)	Except
                                         for consents and approvals addressed by the other provisions of this Agreement (including
                                         SEC and Nasdaq consent) that are triggered by the purchase and sale of the Company Shares
                                         and prior approval of the shareholders of NESR, there are no consents, approvals or restrictions
                                         on assignment applicable to NESR that NESR is obligated to obtain or furnish in order
                                         to consummate the purchase and sale of Company Shares contemplated by this Agreement
                                         and perform and observe the covenants and obligations of NESR hereunder.



 



    
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		2.8	Capitalization.



 


		(a)	The
                                         outstanding capital stock of NESR consists of NESR Common Stock, issued and outstanding,
                                         and all of which are validly issued, fully paid and non-assessable), as reported in the
                                         NESR SEC Reports. No shares of NESR Common Stock are held in the treasury of NESR. Except
                                         for the Offer and the Transactions and except as disclosed in the filings of all forms
                                         and documents that have been filed with the SEC (“NESR SEC Reports”),
                                         there are no options, warrants or other rights, agreements, arrangements or commitments
                                         of any character relating to the issued or unissued capital stock of NESR or obligating
                                         NESR to issue or sell any shares of capital stock of, or other equity interests in, NESR,
                                         except pursuant to the Stock Purchase Agreement and the Other Combination Agreement.
                                         All shares of NESR Common Stock subject to issuance, upon issuance on the terms and conditions
                                         specified in the instruments pursuant to which they are issuable, will be duly authorized,
                                         validly issued, fully paid and non-assessable. There are no outstanding contractual obligations
                                         of NESR to repurchase, redeem or otherwise acquire any shares of NESR Common Stock (except
                                         for the Offer and as disclosed in the NESR SEC Reports and to be disclosed in the Proxy
                                         Statement). There are no outstanding contractual obligations of NESR to provide funds
                                         to, or make any investment (in the form of a loan, capital contribution or otherwise)
                                         in, any person, except as may be set forth in the Other Combination Agreement and disclosed
                                         to Contributor.



 




    
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Schedule
3

Limitations on Liability


 


		1	Maximum
                                         liability



 


		1.1	The
                                         liability of an Indemnifying Party in respect of (a) all Claims, other than Claims in
                                         respect of the Fundamental Warranties, shall not exceed 50% of the Equity Consideration;
                                         and (b) all Claims for breach of the Fundamental Warranties or arising from fraud or
                                         wilful misconduct shall not be exceed the Equity Consideration.



 


		1.2	For
the purposes of paragraph 1.1, the amount of any costs and expenses and other amounts (including interest) ordered or determined
to be payable to an Indemnified Party by any judgment, order, settlement or award in connection with or arising out of any Claim
shall excluded from the sums referred to therein as a liability.



 


		2	Small
                                         claims and threshold



 


		2.1	No
                                         Indemnifying Party shall be liable in respect of a Claim (other than any Claim in respect
                                         of the Fundamental Warranties) unless and until:



 


		(a)	the
                                         amount of such relevant Claim exceeds USD 50,000 (a “Qualifying Claim”);
                                         and



 


		(b)	the
                                         aggregate amount of all Qualifying Claims exceeds USD 500,000, in which event the Indemnifying
                                         Party shall be liable for the whole of such amount claimed (subject to the other provisions
                                         of this Agreement) and not only for the excess over that sum.



 


		2.2	For
the purposes of paragraph 2.1, the amount of all costs and expenses of an Indemnified Party in bringing any Claim shall be excluded
from the sums set out in paragraph 2.1.



 


		3	Specific
                                         limitations



 


		3.1	No
Indemnifying Party shall be liable in respect of a Claim to the extent that the matter giving rise to, or the loss arising from,
that Claim:



 


		(a)	occurs
                                         as a result of or is otherwise attributable to:



 


		(i)	any
                                         legislation not in force at the Signing Date or any change of law or administrative practice
                                         or judicial interpretation which comes into force or effect after the Signing Date; or



 


		(ii)	any
                                         increase after the Signing Date in any rate of Taxation;



 


		(b)	has
                                         been fully recovered by the Indemnified Party under any other document entered into pursuant
                                         to this Agreement in each case without any cost or expenses to the Indemnified Party;
                                         or



 



    
RESTRICTED - Page 29



     


    

 


		(c)	is
                                         covered under a policy of insurance, in which case, no Claim shall be brought against
                                         a Party unless a claim has been made against the insurer and all reasonable endeavours
                                         have been used to pursue the claim. The Indemnifying Party’s liability in respect
                                         of such Claim shall be reduced by any amount recovered under such policy of insurance.



 


		4	No
                                         duplication of liability



 


		4.1	No
Indemnified Party shall not be entitled to recover damages in respect of any Claim or otherwise obtain reimbursement or restitution
more than once in respect of the same loss.



 


		5	Remediable
                                         breaches



 


		5.1	Where
the matter or default giving rise to a Claim is capable of remedy, the Indemnified Party shall procure that the Indemnifying Party
is given the opportunity, within twenty (20) Business Days after the date on which notice of such Claim is given to the Indemnifying
Party to remedy the relevant matter or default (if capable of remedy).



 




    
RESTRICTED - Page 30



     


    

 


Signed
and agreed by the Parties or their duly authorised representatives on the date written above on the first page.


 


	Signed
        by

         

        For
        and on behalf of

         

        SV3
        HOLDINGS PTE LTD.

         
	)

         

        )

         

        )

         

        )

         
	 /s/ Andrew L. Waite, Co -President

                                                                                /s/ Tina Rando,
                                                                                Executive Assistant- SCF Partners

                                                                                /s/ Christy
                                                                                Fojt, Executive Assistant - SCF Partners 

                                                                                /s/ Anthony
                                                                                DeLuca, CFO and MD- SCF Partners 

	In
    the presence of	)

         

        )

         

        )

         

        )

         
	 
	Signed
        by

         

        For
        and on behalf of

         

        NATIONAL
        ENERGY SERVICES REUNITED CORPORATION

         
	)

         

        )

         

        )

         

        )

         
	 /s/
    Sherif Foda, CEO
	In
    the presence of	)

         

        )

         

        )

         

        )

         
	 



 



    
[Signature Page to Contribution Agreement]




     


    

 


Exhibit
A


 


Voting
Agreement


 


[See
Attached]


 




    Exhibit A




     


    

 


Exhibit
B


 


Subsidiaries


 


	Benon
    Oil Services LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/Ghala Al Sanaiah
	Incorporation
    Date	7
    October 2003
	Registration
    Number	1737511
	Share
    Capital	OMR
    60,000
	Shareholders	IPC:
                                         99%

        

        Mr
        Hilal: 1%

        

	Registered
    Charges	None



 


	Fishing
    and Remedial Experts Enterprises LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/South Alkhuwair
	Incorporation
    Date	6
    June 2011
	Registration
    Number	1111412
	Share
    Capital	OMR
    150,000
	Shareholders	GES:
                                         99%

        

        Mr
        Yasser: 1%

        

	Registered
    Charges	Registered
    mortgage charge in favour of NBO (for a value of OMR 4.1 million (approx. USD 11 million) expiring 17 November 2019 and OMR
    7 million (approx. USD 18 million) expiring 28 March 2021).



 


	Gulf
    Drilling Fluids Technology LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/South Alkhuwair
	Incorporation
    Date	4
    September 2012
	Registration
    Number	1153719
	Share
    Capital	150,000
    Omani Rial
	Shareholders	GES:
                                         99%

        

        Mr
        Yasser: 1%

        

	Registered
    Charges	None



 



    
Exhibit B - Page 1




     


    

  


	Gulf
    Energy Services LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/South Alkhuwair
	Incorporation
    Date	3
    October 2011
	Registration
    Number	1122218
	Share
    Capital	OMR
    150,000
	Shareholders	GES:
                                         99%

        

        Mr
        Yasser: 1%

        

	Registered
    Charges	None
	Branches	GES
    Oman has branches in Algeria, KSA, Kuwait and Yemen.



 


	Intelligent
    Drilling Services LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/Al Qurm
	Incorporation
    Date	13
    January 2007
	Registration
    Number	1011333
	Share
    Capital	OMR
    150,000
	Shareholders	GES:
                                         99%

        

        Mr
        Yasser: 1%

        

	Registered
    Charges	Registered
    mortgage charge in favour of Muscat Bank (for a value of OMR 6 million (approx. USD 17 million) expiring 3 April 2021 and
    OMR 21 million (approx. USD 57 million) expiring 17 November 2017).



 


	Integrated
    Petroleum Services Company LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/South Alkhuwair
	Incorporation
    Date	1
    October 1996
	Registration
    Number	1539671
	Share
    Capital	250,000
    Omani Rial
	Shareholders	GES:
                                         97%

        

        Abdulhameed
        Al Hamdani: 3%

        

	Registered
    Charges	Registered
    mortgage charge in favour of Muscat Bank (for a value of OMR 6 million (approx. USD 18 million) expiring 17 November 2019
    and OMR 21.6 million (approx. USD 56 million) expired 6 September 2016).



 



    
Exhibit B - Page 2




     


    

  


	Midwest
    Oilfield Services LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/Ghala Al Sanaiah
	Incorporation
    Date	10
    July 2001
	Registration
    Number	1677586
	Share
    Capital	250,000
    Omani Riyal
	Shareholders	GES:
                                         99%

        

        Intelligent
        Drilling Services LLC: 1%

        

	Registered
    Charges	Registered
    mortgage charge in favour of Bank Dhofar (for a value of OMR 3.9 million (approx. USD 10 million)).  Expiry date of the
    charge is 16 September 2019.



 


	Sino
    Gulf Energy Enterprises LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/Bawshar
	Incorporation
    Date	21
    September 2005
	Registration
    Number	1805061
	Share
    Capital	1,200,000
    Omani Rial
	Shareholders	GES:
                                         51%

        

        IFC:
        44%

        

        China
        Petroleum & Development Corporation: 5%

        

	Registered
    Charges	Registered
    mortgage charge in favour of Muscat Bank (for a value of OMR 18 million (approx. USD 47 million)).  The charge has expired
    but still appears on CR of company. We have requested, but not yet received, confirmation as to why the charge is still registered.




 


	Tamkeen
    Fracking LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Ghala/Boucher/Muscat
	Incorporation
    Date	7
    March 2012
	Registration
    Number	1138641
	Share
    Capital	OMR
    150,000
	Shareholders	GES:
                                         99%

        

        Mr
        Yasser: 1%

        

	Registered
    Charges	Registered
    mortgage charge in favour of Muscat Bank (for a value of OMR 4.9 million (approx. USD 13 million) expiring 19 November 2019
    and OMR 4.9 million (approx. USD 13 million) expiring in March 2021)).




 



    
Exhibit B - Page 3




     


    

 


	Tasneea
    Oil and Gas Technology LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Ghala
    Al Sanaiah/Bousher/Muscat
	Incorporation
    Date	15
    January 2012
	Registration
    Number	1133224
	Share
    Capital	OMR
    150,000
	Shareholders	GES:
                                         20%

        

        Mubadarah
        Investment: 79%

        

        Mr
        Hilal: 1%

        

	Registered
    Charges	Omani
    Limited Liability Company




 


	Well
    Maintenance Services LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/South Alkhuwair
	Incorporation
    Date	1
    March 2011
	Registration
    Number	1103680
	Share
    Capital	150,000
    Omani Rial
	Shareholders 	GES:
                                         99%

        

        WSS:
        1%

        

	Registered
    Charges	Registered
    mortgage charge in favour of National Finance Company (for a value of OMR 1.1 million (approx. USD 2.9 million)).  The
    charge has expired however still appears on CR of company. We have requested, but not yet received, confirmation as to why
    the charge is still registered.



 



	Well
    Solutions Services LLC
	Entity
    Type	Omani
    Limited Liability Company
	Location	Muscat
    Governorate/Bawshar/South Alkhuwair
	Incorporation
    Date	12
    December 2010
	Registration
    Number	1098989
	Share
    Capital	150,000
    Omani Rial
	Shareholders	GES:
                                         99%

        

        IDS:
        1%

        

	Registered
    Charges	Registered
    mortgage charge in favour NBO (for value of OMR 21.9 million (approx. USD 57 million)).  Expiry date of charge 17 November
    2017.




 


    
Exhibit B - Page 4