Exhibit
10.4


 


AGREED
FORM


  


FORM
OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2017, by and among
National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), NESR Holdings
Ltd., a British Virgin Islands company (the “Investor”), and each of the other signatories hereto (each,
along with its successors and assignees, an “NPS Investor”).


 


WHEREAS, the Company and the Investor are
party to that certain Registration Rights Agreement dated as of May 17, 2017 (the “Prior Agreement”);


 


WHEREAS, on the date hereof, the Company
has entered into that certain [Business Combination Agreement] (the “Business Combination Agreement”),
dated as of [●], 2017, by and between the Company and [NPS Investors], pursuant to which the Company will acquire [NPS],
as more particularly set forth in the Business Combination Agreement (such transaction, the “Business Combination”);


 


WHEREAS, the Investor currently holds certain
ordinary shares of the Company issued prior to the consummation of the Company’s initial public offering (“Insider
Shares”) and certain warrants, each to purchase one half of one Ordinary Share at a price of $5.75 per half share,
subject to adjustment (the “Private Warrants”);


 


WHEREAS, the NPS Investors will receive
certain Ordinary Shares in connection with the Business Combination (the “NPS Shares”);


 


WHEREAS, in connection with the consummation
of the Business Combination by the Company, the Investor and the Company desire to amend the Prior Agreement and the Company, the
Investor and each NPS Investor desire to enter into this Agreement to provide the Investor and each NPS Investor with certain rights
relating to the registration of the Registrable Securities (as defined herein); and


 


WHEREAS, in order to induce the NPS Investors
to enter into the Business Combination Agreement, the Company desired to grant to the NPS Investors certain registration rights
in the United States with respect to the NPS Shares;


 


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


 


		1.	DEFINITIONS. The following capitalized terms used herein have the following meanings:



 


“Agreement” means
this Agreement, as amended, restated, supplemented or otherwise modified from time to time.


 


“Business Combination”
is defined in the preamble to this Agreement.


 


“Closing” has
the meaning given to such term in the [Business Combination Agreement].


 


“Closing Date”
has the meaning given to such term in the [Business Combination Agreement].


 


“Commission” means
the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Company” is defined
in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Filing Date”
is defined in Section 2.4.1.


 


“Form S-3” is
defined in Section 2.3.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


“Initiating Holder”
is defined in Section 2.1.1.


 



     


     


    

 


“Insider” is defined
as Investor, the Company’s officer’s directors, or their affiliate


 


“Insider Shares”
is defined in the preamble to this Agreement.


 


“Investor” is
defined in the preamble to this Agreement.


 


“Investor Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Notices” is defined
in Section 6.3.


 


“NPS Investor”
is defined in the preamble to this Agreement.


 


“NPS Shares” is
defined in the preamble to this Agreement.


 


“Ordinary Share”
means the ordinary share of the Company, no par value.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Prior Agreement”
is defined in the preamble to this Agreement.


 


“Private Warrants”
is defined in the preamble to this Agreement.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and such registration statement becoming effective.


 


“Registrable Securities”
means (i) the Insider Shares, (ii) the Private Warrants (and underlying Ordinary Shares), (iii) the NPS Shares, (iv) any other
Ordinary Shares held by an NPS Investor at any time (including those held as a result of, or issuable upon, the conversion or exercise
of options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence
of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), or
depositary receipts or depositary shares representing or evidencing, Ordinary Shares (including, without limitation, any note or
debt security convertible into or exchangeable for Ordinary Shares), whether now owned or acquired by an NPS Investor at a later
time and (v) any equity securities (including Ordinary Shares issued or issuable upon the exercise of any such equity security)
of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by the Insider
or one of the Company’s officers or directors. Registrable Securities include any warrants, shares of capital or other securities
of the Company (or any successor thereto) issued as a dividend or other distribution with respect to or in exchange for or in replacement
of any of the securities referenced in the prior sentence. As to any particular Registrable Securities, such securities shall cease
to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such
Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require
registration under the Securities Act; (c) such securities shall have ceased to be outstanding or (d) the Registrable Securities
are freely saleable under Rule 144 without volume limitations or any other limitation or restriction imposed by Rule 144 under
the Securities Act.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act for a public offering
and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity
securities (other than a registration statement on Form S-4, Form F-4 or Form S-8, or their successors, or any registration statement
covering only securities proposed to be issued in exchange for securities or assets of another entity).


 


“Resale Shelf Period”
is defined in Section 2.4.2.


 


“Resale Shelf Registration Statement”
is defined in Section 2.4.1.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Shelf Registration”
means a Registration effected pursuant to Section 4.1.


 



     


     


    

 


“Shelf Registration Statement”
means a Registration Statement of the Company filed with the SEC on either (a) Form S-3 or Form F-3 (or any successor form or other
appropriate form under the Securities Act) or (b) if the Company is not permitted to file a Registration Statement on Form S-3
or Form F-3, an evergreen Registration Statement on Form S-1 or Form F-1 (or any successor form or other appropriate form under
the Securities Act), in each case for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act
(or any similar rule that may be adopted by the SEC) covering the Registrable Securities, as applicable.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 


“Units” means
the units of the Company, each comprised of one Ordinary Share and one warrant to purchase one-half of one Ordinary Share.


 


2.             REGISTRATION
RIGHTS.


 


2.1          
Demand Registration.


 


2.1.1 Request for Registration. At
any time and from time to time on or after the Closing Date, either (i) the Investor or (ii) any of Al Nowais Investments LLC or
[Waha entity] may make a written demand (such holder, the “Initiating Holder”) for registration
under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any
demand for a Demand Registration shall specify the number Registrable Securities proposed to be sold and the intended method(s)
of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable
Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each
such holder including shares of Registrable Securities in such registration, including without limitation the Initiating Holder(s),
a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder
of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not
be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable
Securities pursuant to clause (i) of this paragraph. Each NPS Investor named in clause (ii) of this paragraph shall be entitled
to cause the Company to effect up to two (2) Demand Registrations under this Section 2.1.1.


 


2.1.2 Effective Registration. A registration
will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand
Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect
thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable
Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii)
a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company
shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as
a Demand Registration or is terminated.


 


2.1.3 Underwritten Offering. If the
Initiating Holder so elects and such holder so advises the Company as part of its written demand for a Demand Registration, the
offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering.
In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting
shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting
by the Initiating Holder.


 



     


     


    

 


2.1.4 Reduction of Offering. If the
managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire
to sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell and the Ordinary Shares,
if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other
shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold
in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability
of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number
of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such
Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion
is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares;
(ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Ordinary
Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and
(iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the
Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares. Notwithstanding
the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in
any such registration to the extent that the managing Underwriter or Underwriters (or, in the case of any offering that is not
underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee
in such registration would adversely affect the marketability or offering price of the securities being sold in such registration.


 


2.1.5 Withdrawal. If any Demanding
Holder disapproves of the terms of any underwriting or is not entitled to include all of its Registrable Securities in any offering,
such Demanding Holder may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters
of its request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such
Demand Registration or, if later, prior to the pricing date of the applicable offering. If the Initiating Holder withdraws from
a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided
for in Section 2.1 by such Initiating Holder; provided that, if the registration is completed, then the demand request will be
considered to have been made by the Demanding Holder that sells the greatest number of Registrable Securities in the offering or,
if such Demanding Holder is not entitled to any demands, to the Demanding Holder that sells the next greatest number of shares.


 


2.2           Piggy-Back
Registration.


 


2.2.1 Piggy-Back Rights. If at any
time on or after the Closing Date the Company proposes to file a Registration Statement under the Securities Act with respect to
an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity
securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders
of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection
with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s
existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities
as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities
in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request
in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company
shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in
a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable
Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters
shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back
Registration.


 


2.2.2 Reduction of Offering. If the
managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and
the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires
to sell, taken together with the Registrable Securities as to which registration has been requested under this Section 2.2 and
the Ordinary Shares, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration
rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 



     


     


    

 


(a) If the registration is undertaken
for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of Registrable Securities, as to which
registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security
holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities for the
account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights
with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


(b) If the registration is a “demand”
registration undertaken at the demand of persons other than the holders of Registrable Securities, (A) first, the Ordinary Shares
or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B)
second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares
or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively the
Ordinary Shares or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested
pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of Shares.


 


2.2.3 Withdrawal. Any holder of Registrable
Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration
by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement or,
if later, prior to the pricing date of the applicable offering. The Company (whether on its own determination or as the result
of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at
any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay
all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section
3.3.


 


2.3 Registrations on Form S-3. The
holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale
of any or all of such Registrable Securities on Form S-3 or Form F-3 (as applicable) or any similar short-form registration to
the extent available at such time, including without limitation an automatic shelf registration available to well-known seasoned
issuers (“Form S-3”). Upon receipt of such written request, the Company will promptly give written notice
of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the
registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder
or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written
notice from the Company. At any time that a Form S-3 is effective, if the Investor or any NPS Investor delivers a notice to the
Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution
of all or part of its Registrable Securities included by it on any Form S-3 (a “Shelf Offering”), then
the Company shall amend or supplement the Form S-3 as may be necessary in order to enable such Registrable Securities to be distributed
pursuant to the Shelf Offering. If the managing Underwriter or Underwriters for a Shelf Offering that is to be an underwritten
offering advises the Company and the selling holders of Registrable Securities in writing that the dollar amount or number of shares
of Registrable Securities which the selling holders desire to sell, taken together with all other Ordinary Shares or other securities
which the Company desires to sell and the Ordinary Shares, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the Maximum Number
of Shares, then the Company shall include shares in such registration in the manner provided for in Section 2.1.4. The Company
shall not be obligated to effect any Shelf Offering or registration pursuant to this Section 2.3: (i) if Form S-3 is not available
for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at
any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted
as Demand Registrations effected pursuant to Section 2.1.


 



     


     


    

 


2.4           Resale
Shelf Registration.


 


2.4.1 Filing. As promptly as practicable
following the Closing, but in any event within seven (7) days following the Closing (the “Filing Date”),
the Company shall file with the Commission a Shelf Registration Statement relating to the offer and sale of all Registrable Securities
owned by any NPS Investor (and any Registrable Securities owned by the Investor which the Investor requests to be included in such
registration statement no later than two (2) days following the Closing) (the “Resale Shelf Registration Statement”).


 


2.4.2 Continued Effectiveness. The
Company shall use its commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective as soon
as practicable after the filing thereof, but in no event later than thirty (30) days after the Filing Date (or one hundred twenty
(120) days after the Filing Date if the Commission notifies the Company that it will “review” the Resale Shelf Registration
Statement). The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Resale Shelf Registration
Statement or any Subsequent Shelf Registration (as defined below) until such time as all Registrable Securities have been sold
pursuant to the Resale Shelf Registration Statement or a Subsequent Shelf Registration (but in no event for a shorter period than
the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder) (such required period(s) of
effectiveness, collectively, the “Resale Shelf Period”). Subject to Section 3.2, the Company shall not
be deemed to have used commercially reasonable efforts to keep the Resale Shelf Registration Statement effective during the Resale
Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in the holders of Registrable
Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Resale Shelf Registration
Statement during the Resale Shelf Period, unless such action or omission is required by applicable law. The filing of the Resale
Registration Statement and offers and sales thereunder shall not be deemed to be a Demand Registration pursuant to this Agreement.
The holders of Registrable Securities shall be eligible to sell their Registrable Securities pursuant to such Resale Registration
Statement from time to time on one or more occasions, including without limitation through one or more underwritten offerings.


 


2.4.3 Subsequent Shelf Registration.
If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Resale
Shelf Period, the Company shall use its reasonable best efforts as promptly as is reasonably practicable to cause such Shelf Registration
Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending
the effectiveness of such Shelf Registration Statement), and shall use its reasonable best efforts as promptly as is reasonably
practicable to amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order
suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement (a “Subsequent
Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act registering the resale from time to time by the holders thereof of all securities that are Registrable Securities as of the
time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its reasonable best efforts to (x) cause
such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after
the filing thereof and (y) keep such Subsequent Shelf Registration continuously effective and usable until the end of the Resale
Shelf Period. Any such Subsequent Shelf Registration shall be a registration statement on Form S-3 or Form F-3 to the extent that
the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and
shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method
of distribution elected by the NPS Investors (and the Investor, if its Registrable Securities are included) or for sale by the
Company, as the case may be.


 


2.4.4.       Partner
Distribution. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) the Resale Shelf
Registration Statement and any Subsequent Registration Statement shall contain all language (including, without limitation, on
the prospectus cover page, the principal shareholder chart and the plan of distribution) as may reasonably be requested by any
NPS Investor to allow for a distribution of Registrable Securities to, and resale by, the direct and indirect affiliates, partners,
members, shareholders, directors, employees or consultants of such NPS Investor (a “Partner Distribution”)
and (ii) the Company shall, at the reasonable request of the NPS Investor seeking to effect a Partner Distribution, file any prospectus
supplement or post-effective amendments and otherwise take any action reasonably requested to include such language, if such language
was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by the NPS Investor
to effect such Partner Distribution (including the ability for the distributees to resell such Registrable Securities), including
naming in a prospectus supplement or post-effective amendment all of the affiliates, partners, members, shareholders, directors,
employees or consultants of such NPS Investor who receive securities in the Partner Distribution so that they may resell the securities
received. Any Ordinary Shares distributed pursuant to a Partner Distribution shall remain “Registrable Securities”
until they are sold or transferred by the recipients thereof.


 



     


     


    

 


2.4.5.       Block
Trades. Notwithstanding anything stated in this Agreement to the contrary, in the event that one or more of the parties to
this Agreement wishes to engage in an underwritten block trade or overnight bought deal (or other similar registered offering),
such party shall not be required to give more than one day’s notice of the transaction to any other holder or the Company,
but shall endeavor to work with the Company, the other parties hereto and the applicable underwriters sufficiently in advance of
the launch date of such transaction in order to prepare the requisite documentation and prospectus supplement necessary in order
to implement such offering. For the avoidance of doubt, the Initiating Holder with respect to such underwritten block trade or
overnight bought deal (or other similar registered offering) shall determine the launch date for such transaction.


 


3.            REGISTRATION
PROCEDURES.


 


3.1 Filings; Information. Whenever
the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its
best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution
thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing Registration Statement.
The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant
to Section 2.1 or a request pursuant to Section 2.3, prepare and file with the Commission a Registration Statement on any form
for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep
it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand
Registration for up to seventy-five (75) days, and any Piggy-Back Registration for such period as may be applicable to deferment
of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders
a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors
of the Company after consultation with outside legal counsel, it would be materially detrimental to the Company and its shareholders
for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right
to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand
Registration hereunder.


 


3.1.2 Copies. The Company shall, prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders
of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for
any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3 Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to
such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered
by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable
Securities.


 



     


     


    

 


3.1.4 Notification. After the filing
of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify
the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions
required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment
or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence
of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or
amendment, and promptly deliver to holders of Registrable Securities and their counsel any written comments received from the Commission
with respect to the Registration Statement, Prospectus or any amendment or supplement thereto; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel
for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders
and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any
Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which
such holders or their legal counsel shall object.


 


3.1.5 State Securities Laws Compliance.
The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action
necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6 Agreements for Disposition. The
Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities,
including using commercially reasonable efforts to cause its counsel and auditors to provide the Underwriters with legal opinions
and comfort letters reasonably requested by the Underwriters. The representations, warranties and covenants of the Company in any
underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to
and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable
Securities included in such registration statement shall be required to make any representations or warranties in the underwriting
agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable
Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect
to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration
Statement.


 


3.1.7 Cooperation. The principal executive
officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all
other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8 Records. The Company shall make
available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating
in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder
of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection
with such Registration Statement.


 



     


     


    

 


3.1.9 Opinions and Comfort Letters.
The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart,
addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter
from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered
to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10 Earnings Statement. The Company
shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders,
as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing. The Company shall use
its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated
for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar
securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included
in such registration.


 


3.1.12 Road Show. If the registration
involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, the Company shall use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.1.13 Removal of Restrictive Legends.
The Company shall cooperate with the selling holders of Registrable Securities and the managing Underwriter or Underwriters, if
any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing
any restrictive legends.


 


3.2 Obligation to Suspend Distribution.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), each holder
of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended
prospectus contemplated by Section 3.1.4(iv). In addition, in the case of a resale registration pursuant to Section 2.3 or Section
2.4 hereof, in the event that a holder of Registrable Securities is an insider subject to the Company’s insider trading compliance
program, upon any suspension by the Company pursuant to a written insider trading compliance program adopted by the Company’s
Board of Directors of the ability of all “insiders” covered by such program to transact in the Company’s securities
because of the existence of material non-public information then each such insider shall immediately discontinue disposition of
such Registrable Securities pursuant to the Registration statement covering such Registrable Securities until the restriction on
the ability of “insiders” to transact in the Company’s securities is removed. In either case, if so directed
by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration Expenses. The Company
shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
pursuant to Section 2.2, and any registration effected pursuant to Section 2.3 or Section 2.4, and all expenses incurred in performing
or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including,
without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky”
laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii)
printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its
officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required
by Section 3.1.11; (vi) any other fees and expenses associated with filings required to be made with the Financial Industry Regulatory
Authority or any other regulatory authority and, if applicable, the fees and expenses of any “qualified independent underwriter”
as such term is defined in NASD Rule 2720 (or any successor provision); (vii) fees and disbursements of counsel for the Company
and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated
with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses
of any special experts retained by the Company in connection with such registration and (ix) the reasonable fees and expenses of
one legal counsel for the Investor and one legal counsel for each NPS Investor in connection with any such registration or offering
(together in each case with any local counsel). The Company shall have no obligation to pay any underwriting discounts or selling
commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling
commissions shall be borne by such holders. The holders shall not be required to pay any other costs or expenses in connection
with any registration or offering made pursuant to this Agreement, other than their pro rata portion of underwriting discounts
or selling commissions and any fees and expenses of legal counsel not otherwise paid by the Company pursuant to this Section 3.3.


 



     


     


    

 


3.4 Information. The holders of Registrable
Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in
connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with Federal and applicable state securities laws; provided, however, that under no circumstances will the
Company be permitted to file any Registration Statement, amendment or supplement incorporating any information or affidavits supplied
by any holder of Registrable Securities or using the holder’s name (collectively, the “Holder Information”)
unless (i) such Holder Information is incorporated verbatim as supplied by the holder (or in the case of the holder’s name,
incorporated exactly and only in the context consented to by the holder (the “Approved Context”)) or
(ii) the holder has consented in writing to any modification to such Holder Information (or, in the case of the holder’s
name, has consented to use in a context broader than the Approved Context).


 


4.             INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification by the Company.
The Company agrees to indemnify and hold harmless the Investor, each NPS Investor and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person,
if any, who controls the Investor, each NPS Investor and each other holder of Registrable Securities (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and each of their respective officers, employees, affiliates, directors,
partners, members, attorneys and agents (each, an “Investor Indemnified Party”), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, any free writing prospectus
or any written or oral materials distributed to or presented to investors at any roadshow or other meetings with investors, or
arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or any violation by the Company of the Securities Act applicable to the Company
and relating to any action or inaction required of the Company in connection with any such registration; and the Company shall
promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified
Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action as they
are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss,
claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged
omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment
or supplement, free writing prospectus or roadshow, in reliance upon and in conformity with information furnished to the Company,
in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable
Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on
substantially the same basis as that of the indemnification provided above in this Section 4.1.


 



     


     


    

 


4.2 Indemnification by Holders of Registrable
Securities. Each selling holder of Registrable Securities will, in the event that any registration is being effected under
the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless
the Company, each of its directors and officers, each person, if any, who controls the Company within
the meaning of the Securities Act and each Underwriter (if any), and each other selling holder and each other person, if
any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims,
judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material
fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to the Registration Statement, or any free writing prospectus or any written or oral material distributed or presented
to investors at any roadshow or other meetings with investors, or arise out of or are based upon any omission or the alleged omission
to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement
or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder
expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling
person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such
loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and
not joint and shall be limited to the amount of any net proceeds actually received by such selling holder. The parties hereto agree
that the only information furnished in writing to the Company by any selling holder shall be information about the number of shares
owned by such holder included in the Registrable Statement or prospectus, or any amendment or supplement thereto, in the selling
stockholder table.


 


4.3 Conduct of Indemnification Proceedings.
Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity
may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim
in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying
Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure
by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the
Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against
the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent
that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory
to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation;
provided, however, that in any action, the Indemnified Party shall have the right to employ separate counsel (but no more than
one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the
fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified
Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them or because the Indemnified Party and Indemnifying Parties may have different or conflicting defenses in any such action.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect
any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been
a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an
unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding and does not include
a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an Indemnified Party.


 


4.4           Contribution.


 


4.4.1 If the indemnification provided for
in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of or insufficient to cover any loss,
claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability
or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties
in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2 The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.


 



     


     


    

 


4.4.3 The amount paid or payable by an Indemnified
Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this Article 4, no holder of Registrable
Securities shall be required to pay any amount in respect of indemnification and/or contribution in excess of the dollar amount
of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder
from the sale of Registrable Securities which gave rise to such indemnification and/or contribution obligation. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. In addition, no holder of Registrable Securities or any affiliate
thereof shall be required to pay any amount as contribution unless such person or entity would have been required to pay such amount
pursuant to Section 4.2 if it had been applicable in accordance with its terms.


 


4.4.4 The indemnity and contribution agreements
contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have
pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted
by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party. The indemnification
and contribution required by this Agreement shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 


5.            RULE
144.


 


5.1 Rule 144. The Company covenants
that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further
action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission. To the extent any holder desires to sell Registrable Securities pursuant to Rule 144, the
Company agrees to provide customary instructions to the transfer agent to remove any restrictive legends from such securities and
to provide or cause any customary opinions of counsel to be delivered to the transfer agent in connection with any such sale. In
addition, the Company agrees to remove any restrictive legend from the Registrable Securities upon the reasonable request of any
holder as soon as reasonably permitted by applicable law and customary practice (including customary transfer agent practices).


 


6.            MISCELLANEOUS.


 


6.1 Other Registration Rights. The
Company represents and warrants that no person, other than the holders of the Registrable Securities, has any right to require
the Company to register any shares of the Company’s share capital for sale or to include shares of the Company’s share
capital in any registration filed by the Company for the sale of shares of capital for its own account or for the account of any
other person. From and after the date of this Agreement, the Company shall not, without the prior written consent of the other
parties hereto, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder
or prospective holder any registration rights the terms of which are (i) more favorable taken as a whole than the registration
rights granted to the holders hereunder unless the Company shall also give such rights to such holders or (ii) on parity with the
registration rights granted to the holders hereunder. In addition, the Company agrees that it shall not hereafter enter into any
agreement with respect to its securities that is inconsistent in any material respects with the rights granted to the holders of
Registrable Securities in this Agreement.


 


6.2 Assignment; No Third Party Beneficiaries.
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may
be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to
the benefit of each of the parties, to the permitted assigns of the Investor, the NPS Investor or holder of Registrable Securities
or of any assignee of the Investor, the NPS Investor or holder of Registrable Securities. This Agreement is not intended to confer
any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section
6.2.


 



     


     


    

 


6.3 Notices. All notices, demands,
requests, consents, approvals or other communications (collectively, “Notices”) required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be
deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided,
that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed
given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following
timely delivery of such notice to a reputable air courier service with an order for next-day delivery.


 


To the Company:


 


National Energy Services Reunited Corp.

777 Post Oak Blvd., Suite 800


Houston, Texas 77056


Attn: Sherif Foda, Chief Executive Officer


 


with a copy to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


 


To the Investor:


 


NESR Holdings Ltd.


Ritter House


Wickhams Cay II


Road Town


Tortola


VG 1110


British Virgin Islands


Attn:[ ]


 


To the NPS Investor:


 


To the address for such NPS Investor indicated
on the signature pages hereto.


 


6.4 Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5 Counterparts. This Agreement
may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.


 


6.6 Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto)
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.7 Modifications and Amendments.
No amendment, modification or termination of this Agreement shall be effective against the Company or any holder of Registrable
Securities unless such amendment, modification or termination is approved in writing by the Company and such holder of Registrable
Securities. Notwithstanding the foregoing, any amendment, modification or termination of this Agreement may be agreed among the
Company and any holder of Registrable Securities, without the consent of any other holder of Registrable Securities, if such amendment
is not adverse in any respect to any non-consenting holder of Registrable Securities.


 


6.8 Titles and Headings. Titles and
headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 



     


     


    

 


6.9 Waivers and Extensions. Any party
to this Agreement may waive any right, breach or default which such party has the right to waive, provided, however, that such
waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred.
Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver
of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension
of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other
obligations or acts.


 


6.10 Remedies Cumulative. In the
event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Investor, any NPS Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit
in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against
the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable
right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies
conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition
to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute
or otherwise.


 


6.11 Governing Law. This Agreement
shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof
that would compel the application of the substantive laws of any other jurisdiction.


 


6.12 Waiver of Trial by Jury. Each
party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding
(whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the Investor or any NPS Investor in the negotiation, administration, performance or enforcement hereof.


 


6.13 Further Assurances. Each party
hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all
such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


6.14 Restructuring. To the extent
that the board of directors or other governing authority of the Company elects to effect a restructuring or recapitalization of
the Company or substantially all of the business of the Company through a subsidiary or parent company of the Company or otherwise,
the provisions of this Agreement shall be appropriately adjusted, and the holders of Registrable Securities and the Company shall
enter into such further agreements and arrangements as shall be reasonably necessary or appropriate to provide the holders of Registrable
Securities with substantially the same registration rights as they would have under this Agreement, giving due consideration to
the nature of the new public entity, the nature of the securities to be offered and tax and other relevant considerations. The
Company agrees that it shall not effect or permit to occur any combination or subdivision of its capital stock which would adversely
affect the ability of any holder of any Registrable Securities to include such Registrable Securities in any registration contemplated
by this Agreement or the marketability of such Registrable Securities in any such registration. The provisions of this Agreement
shall apply, to the full extent set forth herein with respect to the Registrable Securities, to any and all shares of capital stock
of the Company, any successor or assign of the Company (whether by merger, share exchange, consolidation, sale of assets or otherwise)
or any subsidiary or parent company of the Company which may be issued in respect of, in exchange for or in substitution of Registrable
Securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations
and the like occurring after the date hereof.


 



     


     


    

 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


 


	 	COMPANY:
	 	 
	 	NATIONAL ENERGY SERVICES REUNITED CORP.
	 	 	 
	 	By:	 
	 	 	
        Name:

        Title:




 


	 	INVESTOR:
	 	 
	 	NESR Holdings Ltd.
	 	 	 
	 	By:	 
	 	 	
        Name:

        Title:




 


	 	NPS INVESTORS:
	 	 
	 	[●]
	 	 	 
	 	By:	 
	 	 	
        Name:

        Title:



 





	 	Address:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


[Signature
Page – Amended and Restated Registration Rights Agreement]