Exhibit 10.1


 


STOCK
PURCHASE AGREEMENT


 


by
and among


 


NATIONAL
ENERGY SERVICES REUNITED CORP.,


 


HANA
INVESTMENTS CO. WLL,


 


NPS
HOLDINGS LIMITED


 


and


 


THE
SELLING STOCKHOLDERS


 





 



 


Dated
as of November 12, 2017


 





 



 






     


     


    

 


TABLE
OF CONTENTS


 


	 	 	 	 
	 	 	 	Page
	 	 	 	 
	Article
    I DEFINITIONS	 	1
	 	 	 
	1.1	Certain
    Definitions	 	1
	1.2	Terms
    Defined Elsewhere in this Agreement	 	10
	1.3	Other
    Definitional and Interpretive Matters	 	11
	 	 	 	 
	Article
    II SALE AND PURCHASE OF SHARES, PURCHASE PRICE; CLOSING	 	12
	 	 	
	2.1	Sale
    and Purchase of Shares	 	12
	2.2	Consideration	 	13
	2.3	Company
    Receivable	 	13
	2.4	Leakage	 	14
	2.5	Resolution
    of Accounting Dispute	 	15
	2.6	Closing
    Date	 	15
	2.7	Closing
    Deliverables	 	17
	2.8	Olayan
    NESR Share Exchange	 	18
	2.9	Earn-Out
    Payment	 	18
	2.10	Management
    Alignment	 	20
	2.11	Right
    of First Refusal	 	20
	2.12	PIPE	 	21
	 	 	 	 
	Article
    III WARRANTIES RELATING TO THE SELLING STOCKHOLDERS	 	21
	 	 	
	3.1	Organization	 	21
	3.2	Authorization
    of Agreement	 	22
	3.3	Conflicts;
    Consents of Third Parties	 	22
	3.4	Ownership
    and Transfer of Shares	 	22
	3.5	Related
    Party Agreements	 	22
	3.6	Litigation	 	22
	 	 	 	 
	Article
    IV WARRANTIES OF PURCHASER	 	23
	 	 	
	4.1	Organization
    and Good Standing	 	23
	4.2	Authorization
    of Agreement	 	23
	4.3	Conflicts;
    Consents of Third Parties	 	23
	4.4	Proxy
    Process	 	24
	4.5	Litigation	 	24
	4.6	Financial
    Advisors	 	24
	 	 	 	 
	Article
    V WARRANTIES OF NESR	 	24
	 	 	 
	5.1	Liabilities	 	24
	5.2	Proxy	 	24
	5.3	NESR
    Trust	 	25
	5.4	Equity
    Stock	 	25
	 	 	 	 
	Article
    VI COVENANTS	 	25
	 	 	 
	6.1	Access
    to Information; Confidentiality	 	25



 






    i 


     


    

 


	6.2	Conduct
    of Group Business Pending NESR Closing	 	26
	6.3	NESR
    Group Conduct Pending the NESR Closing	 	27
	6.4	No
    Further Actions	 	27
	6.5	Third
    Party Consents	 	27
	6.6	No
    Shop	 	28
	6.7	Non-Solicitation;
    Confidentiality	 	29
	6.8	Preservation
    of Records	 	30
	6.9	Publicity	 	30
	6.10	Use
    of Name	 	31
	6.11	Cooperation
    with Proxy Process	 	31
	6.12	NPS
    Co-Investment Plan	 	31
	6.13	NPS
    LTIP	 	31
	6.14	Related-Party
    Transactions with Non-Management Affiliates	 	31
	6.15	Notification
    of Certain Matters	 	32
	6.16	Resignation
    of Directors	 	32
	6.17	Management	 	32
	6.18	Fraud	 	32
	6.19	Satisfaction
    of Condition	 	32
	6.20	Listing
    of Purchaser Common Stock	 	34
	 	 	 	 
	Article
    VII CONDITION TO NESR CLOSING	 	34
	 	 	
	7.1	Condition
    Precedent to Obligations of Purchaser and Selling Stockholder	 	34
	7.2	Termination	 	34
	7.3	Simultaneous
    completion	 	34
	 	 	 	 
	Article
    VIII LIMITATIONS ON LIABILITY	 	34
	 	 	 
	8.1	Survival
    of Warranties	 	34
	8.2	Claim
    Procedures	 	35
	8.3	Limitations
    for Breaches of Representations and Warranties	 	36
	8.4	OFS
    Investments Limited	 	37
	 	 	 	
	Article
    IX MISCELLANEOUS	 	37
	 	 	
	9.1	Expenses	 	37
	9.2	Transaction
    Expenses	 	37
	9.3	Confidential
    Information	 	38
	9.4	No
    Claim Against NESR Trust	 	38
	9.5	Submission
    to Jurisdiction; Consent to Service of Process; Arbitration	 	39
	9.6	Governing
    Law	 	39
	9.7	Entire
    Agreement; Amendments and Waivers	 	39
	9.8	Notices	 	40
	9.9	Severability	 	41
	9.10	Binding
    Effect; Assignment	 	41
	9.11	Non-Recourse	 	41
	9.12	Counterparts	 	41


 






    ii 


     


    

 


Exhibits


 


EXHIBIT
A – Selling Stockholders Information 


 


EXHIBIT
B


 


-
EBITDA Calculation and Governance


 


Schedule


 


	Schedule
    6.14	Related
    Party Transactions



 






    iii 


     


    

 


STOCK
PURCHASE AGREEMENT


 


This
STOCK PURCHASE AGREEMENT, dated effective 12 November, 2017 (the “Agreement”), by and among National
Energy Services Reunited Corp., a corporation existing under the laws of the British Virgin Islands (“NESR”),
Hana Investments Co. WLL, formed under the laws of Bahrain and with its registered address at Office 205, Building 111, Manama
Center, Road 383, Block 304, Bahrain (“Olayan” and together with NESR, the “Purchaser”),
NPS Holdings Limited, a company limited by shares existing under the laws of the Dubai International Financial Centre (the “Company”)
and the shareholders of the Company listed on the signature pages hereof under the heading “Selling Stockholders”
(collectively, the “Selling Stockholders”).


 


W
I T N E S S E T H


 


WHEREAS,
the Selling Stockholders own an aggregate of 370,000,000 shares $1.00 par value per share (the “Company Shares”),
of the Company, which constitute all of the issued and outstanding shares of the Company; and


 


WHEREAS,
the Selling Stockholders desire to sell to the Purchaser, and the Purchaser desires to purchase from the Selling Stockholders,
the Company Shares along with any undertaking which is a subsidiary undertaking of the Company upon the terms and conditions hereinafter
set forth.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby
agree as follows:


 


Article
I

DEFINITIONS


 


1.1          Certain
Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section
1.1:


 


“2018
Financial Year” shall mean the year commencing on 1 January 2018 and ending on 31 December 2018.


 


“2018
NESR EBITDA” shall mean the EBITDA for 2018 Financial Year.


 


“Accounting
Policies” shall mean policies applied by the Company prior to the NESR Closing Date under IFRS in order to prepare
its consolidated audited accounts for the financial year ending on 31 December 2016 and consistent with all internationally accepted
conversion practices to conform to US GAAP.


 


“Agreed
Form” shall mean, in relation to a document, the form of that document which has been initialed on or around the
date hereof for the purposes of identification by or on behalf of each Selling Stockholder and each Purchaser.


 






     1


     


    

 


“Annual
Budget” shall mean the consolidated annual budget of the Group for the relevant financial year, as adopted by the
board of directors of the Company.


 


“Affiliate”
shall mean with respect to any 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 Person, and the term “control” (including the terms “controlled
by” and “under common control with”) means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting
securities, by contract or otherwise, provided that the term “Affiliate” shall not include: (a) in respect of any
Selling Stockholder, any Group Company; and (b) in respect of OFS Investments Limited and Castle SPC Limited, any portfolio company
of OFS Investments Limited or of Castle SPC Limited or of any of their Affiliates.


 


“Base
Receivable Amount” shall mean $48 million.


 


“Business
Day” shall mean any day of the year except Friday, Saturday and Sunday on which national banking institutions in
the UAE and New York, United States of America are open to the public for conducting general commercial business and are not required
or authorized to close.


 


“Company
Receivable Daily Amount” shall mean, in respect of each Selling Stockholder: (a) the amount set forth against such
Selling Stockholder’s name in column (2), Section B, Part 2 of Exhibit A; multiplied by (b) the proportion
(expressed as a percentage) of the Base Receivable Amount set forth against such Selling Stockholder’s name in column (4)
of Part 1 of Exhibit A which has not been received by such Selling Stockholder in cash as at 1 January 2018.


 


“Contract”
shall mean any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment or other arrangement,
understanding, undertaking, commitment or obligation, whether written or oral.


 


“Consolidated
Net Income” shall mean for any period the net income or loss of the NESR Group for such period determined on
a consolidated basis in accordance with the Accounting Policies.


 


“De-SPAC
Approval” shall mean the vote of the stockholders of NESR required to approve the De-SPAC Stockholder Voting Matters,
in each case obtained in accordance with: (i) NESR’s Memorandum and Articles of Association (as amended); (ii) the Laws
to which NESR is subject; and (iii) the rules and regulations of NASDAQ.


 


“De-SPAC
Stockholder Voting Matters” shall mean proposals to: (i) approve the adoption of this Agreement and the approval
of the purchase by NESR of the Company Shares in accordance with the terms hereof; and (ii) approve the adoption of the GES Transaction
Documents and the approval of the purchase by NESR of the GES Shares in accordance with the terms thereof.


 


“DIFC”
shall mean the Dubai International Financial Centre.


 






     2


     


    

 


“DIFC
Authority” shall mean the Dubai International Financial Centre Authority.


 


“Earn-Out
Equity Stock” shall mean the First EBITDA Earn-Out Equity Stock and/or the Second EBITDA Earn-Out Equity Stock.


 


“EBITDA”
shall mean, for any period, Consolidated Net Income for such period:


 


(a)          plus,
without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of: (i) consolidated net financial
expense for such period; (ii) consolidated expense for Tax based on income, profits or capital for such period; (iii) all amounts
attributable to depreciation and amortization for such period; (iv) any non-recurring fees, expenses or charges in connection
with the transactions contemplated hereby, the De-SPAC Approval, the Proxy or any offering of equity interests or indebtedness
(whether or not consummated); (v) any decrease in Consolidated Net Income for such period resulting from purchase accounting in
connection with any acquisition including in connection with the transactions contemplated hereby; (vi) any write-down of capital,
property, plant or equipment or any impairment of the business of any member of the NESR Group or a material part thereof; (vii)
any extraordinary charges (by virtue of their size or nature) and which are outside the ordinary course of the business of any
member of the NESR Group; (viii) any commissions, discounts, yield and upfront and other fees or charges related to any receivables
financing for such period; (ix) any other amounts for such period comparable to or in the nature of interest under any receivables
financing, and losses on dispositions of securitization assets and related assets in connection with any receivables financing
for such period; (x) any losses recorded on the sales of assets outside the ordinary course of business of any member of the NESR
Group; (xi) any unrealised loss resulting in such period from translation losses including those related to currency re-measurements
of any borrowings and outstanding indebtedness in the nature of borrowings; (xii) any losses attributable to the early extinguishment
of borrowings and outstanding indebtedness in the nature of borrowings or the early extinguishment of derivative agreements; (xiii)
any expenses arising from equity allocated to directors or employees of NESR; and (xiv) any unrealised losses attributable to
foreign exchange and commodity derivatives; and


 


(b)          minus,
without duplication and to the extent included in determining such Consolidated Net Income, the sum of: (i) any gains which are
extraordinary (by virtue of their size or nature) and which are outside the ordinary course of the business of any member of the
NESR Group; (ii) any gains recorded on the sales of assets outside the ordinary course of business of any member of the NESR Group;
(iii) any unrealised gain resulting in such period from translation gains including those related to currency re-measurements
of any borrowings and outstanding indebtedness in the nature of borrowings; (iv) any gains attributable to the early extinguishment
of borrowings and outstanding indebtedness in the nature of borrowings or the early extinguishment of derivative agreements; and
(v) any unrealised gains attributable to foreign exchange and commodity derivatives.


 


“Encumbrances”
shall mean a burden, obstruction, or impediment on property that lessens its value or makes it less marketable, and shall include
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.


 



     3


     


    

 





“Equity
Stock” shall mean the common stock of NESR at a value of $10 per share.


 


“Exchange
Act” shall mean the United States Securities Exchange Act of 1934.


 


“GES”
shall mean Gulf Energy S.A.O.C., a closed joint stock company registered in Oman under Commercial Registration No. 1791842, with
its registered office address at P.O. Box 786, Postal Code 116, Mina Al Fahal, Oman.


 


“GES
Shares” shall mean the entire issued share capital of GES as of immediately prior to NESR Closing.


 


“GES
Transaction Documents” shall mean: (a) the agreement for the sale and purchase of shares in GES amongst Mubadarah
Investments LLC, Hilal Al Busaidy, Yasser Said Al Barami and NESR; and (b) the sale and purchase agreement relating to shares
in GES between SV3 Holdings Pte Ltd and NESR.


 


“Governmental
Body” shall mean any government or governmental or regulatory body thereof, or political subdivision thereof, whether
federal, state, local or foreign, DIFC Authority, or any agency, instrumentality or authority thereof, or any court or arbitrator
(public or private).


 


“Group”
shall mean the Company and its Subsidiaries.


 


“Group
Company” shall mean the Company or any of its Subsidiaries.


 


“IFRS”
shall mean generally accepted international financial reporting standards as of the date hereof.


 


“Immediate
Family Members” shall mean any individual’s spouse, civil partner or lineal descendant.


 


“Knowledge”
shall mean with respect to any Person that is not an individual, the actual knowledge after due inquiry of such Person’s
directors and executive officers and all other officers and managers having responsibility relating to the applicable matter,
provided that with respect to: (a) OFS Investments Limited, it shall mean the actual knowledge of Atif Mahmood, Zahid Kamal and
Ben Sautelle-Smith; (b) Arab Petroleum Investments Corporation, it shall mean the actual knowledge of Ali Fadel; (c) Al Nowais
Investments LLC, it shall mean the actual knowledge of Sari Haidar; and (d) Castle SPC Limited, it shall mean the actual knowledge
of Sari Haidar, Safwan Said and Peter Howley.


 


“Law”
shall mean any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, Order
or other requirement including the applicable laws and regulations of relevant free zones, and the DIFC Law No. 2 of 2009 (as
amended).


 


“Legal
Proceeding” shall mean any judicial, administrative or arbitral actions, suits, mediation, investigation, inquiry,
proceedings or claims (including counterclaims) by or before a Governmental Body.


 






     4


     


    

 


“Leakage”
shall mean any of the following: 


 


(a)          any
dividend or other form of distribution, whether in cash or in kind, paid by any Group Company to, or for the benefit of any member
of the Seller’s Group;


 


(b)          any
payments made by any Group Company to, or for the benefit of, any member of the Seller’s Group (including any such payments
made in connection with the redemption, purchase or repayment of any securities of any Group Company or any other return of capital);


 


(c)          any
management, service or other charges or fees, costs, bonuses or other sums paid or incurred by any Group Company (including directors’
fees or monitoring fees) to, or for the benefit of, any member of the Seller’s Group or any director, officer or employee
thereof outside the normal or Ordinary Course of Business;


 


(d)          the
waiver, deferral or release by any Group Company of any amount owed to it by any member of the Seller’s Group;


 


(e)          any
payment or incurrence of interest or principal in respect of any indebtedness owed by any Group Company to any member of the Seller’s
Group outside the Ordinary Course of Business;


 


(f)          any
assumption, waiver, discharge or deferral by any Group Company of any liability of any member of the Seller’s Group;


 


(g)          any
payment by any Group Company of any Transaction Expenses incurred by the Group or Selling Stockholders;


 


(h)          the
transfer of any asset by any Group Company to any member of the Seller’s Group or the provision by any Group Company of
any security, indemnity, guarantee or surety for any obligation or liability of any member of the Seller’s Group; and


 


(i)          any
agreement by any Group Company with any member of the Seller’s Group to take any of the actions referred to above.


 


“Lien”
shall mean any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal,
easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement, encumbrance
or any other restriction or limitation whatsoever.


 


“Locked
Box Date” shall mean September 30, 2017.


 


“Losses”
shall mean any losses, liabilities, fines, penalties, charges and damages incurred, borne, suffered or made by the relevant Person.


 


“Material
Contract” shall mean any Contract providing for payments to the Company or any Subsidiary of $25 million or more
or any Contract providing for payments by the Company of $3 million or more, in each case in any fiscal year.


 






     5


     


    

 


“NESR
Closing” shall mean completion of the sale and purchase of the NESR Company Shares in accordance with this Agreement.


 


“NESR
Closing Date” shall mean the date on which the NESR Closing occurs.


 


“NESR
Group” shall mean NESR and each of its Subsidiaries.


 


“NESR
Initial Cash Consideration Daily Amount” shall mean, in respect of each Selling Stockholder, the amount set forth
against such Selling Stockholder’s name in column (2), Section C, Part 2 of Exhibit A;


 


“NESR
Liability Cap” shall mean the amount resulting from the sum of: (a) the NESR Initial Cash Consideration Amount;
and (b) the product of: (i) the Consideration Equity Stock; and (ii) 10; and (c) the Receivable Amount.


 


“NPS
Co-Investment Plan” shall mean the co-investment plan maintained by the Company on the terms stipulated in a document
with corresponding title dated 16 August 2015.


 


“NPS
Co-Investment Plan Settlement Amount” shall mean the aggregate amount of $2,946,033.24 payable under the NPS Co-Investment
Plan to all employees who are participants in the NPS Co-Investment Plan.


 


“NPS
LTIP” shall mean the NPS Phantom Award Plan approved by the board of directors of the Company in or around July
2015.


 


“Olayan
Closing” shall mean completion of the sale and purchase of the Olayan Company Shares in accordance with this Agreement.


 


“Olayan
Closing Date” shall mean the earlier of: (a) the date specified in a written notice delivered by Olayan (in its
sole discretion) to the Selling Stockholders after the date hereof, provided that such date shall: (i) be at least 10 Business
Days from the date of receipt of such notice by the Selling Stockholders; and (ii) fall prior to the NESR Closing Date; and (b)
the NESR Closing Date.


 


“Olayan
Daily Amount” shall mean, in respect of each Selling Stockholder, the amount set forth against such Selling Stockholder’s
name in column (2), Section A, Part 2 of Exhibit A.


 


“Olayan
SPA” shall mean the sale and purchase agreement between NESR and Olayan pursuant to which Olayan shall sell and
NESR shall purchase the Olayan Company Shares, in a form reasonably satisfactory to NESR.


 


“Order”
shall mean any order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of a Governmental
Body.


 


“Ordinary
Course of Business” shall mean in respect of any Person the ordinary and usual course of day-to-day operations of
the business of the Company and the Subsidiaries through the date hereof consistent with past practice.


 






     6


     


    

 


“Party”
shall mean any party to this Agreement.


 


“Permitted
Leakage” shall mean each of the following:


 


(a)          any
payment made in respect of dividends or distributions declared, paid or made by the Company to the Selling Stockholders in the
aggregate amount of $15 million and any fees, costs and expenses incurred or suffered by any Group Company in connection therewith;


 


(b)          the
Company Receivable, the Proposed Dividend and any fees, costs and expenses incurred or suffered by any Group Company in connection
therewith;


 


(c)          any
payment made in respect of the NPS Co-Investment Plan Settlement Amount; and


 


(d)          any
payment of any Transaction Expenses up to an amount equal to $5 million.


 


“Permitted
Transaction” shall mean: (i) the acquisition of Gulf Energy Services S.A.O.C.; and (ii) any pursuit or acquisition
of a company or assets in each case for the purpose of acquiring oil exploration and development, transportation or production
technologies to enhance the business of the Company, which businesses are not primarily engaged in providing similar oil field
services to the Group in Saudi Arabia, UAE, Qatar, Iraq or Algeria.


 


“Permits”
shall mean any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body.


 


“Person”
shall mean any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock
company, trust, unincorporated organization, Governmental Body or other entity.


 


“Purchaser”
shall mean NESR and/or Olayan (as the context requires).


 


“Purchaser
Proportion” shall mean: (i) in respect of Olayan, the proportion that the Olayan Company Shares bear to the Company
Shares; and (ii) in respect of NESR, the proportion that the NESR Company Shares bear to the Company Shares.


 


“Receivable
Amount” shall mean the aggregate of: (a) the Base Receivable Amount; and (b) in respect of all Selling Stockholders,
the amount resulting from: (i) for each Selling Stockholder, the Olayan Daily Amount in respect of each relevant month multiplied
by the number of days elapsed in that month during the period commencing on (and including) 1 January 2018 to (and including)
the Olayan Closing Date; (ii) for each Selling Stockholder, the Company Receivable Daily Amount in respect of each relevant month
multiplied by the number of days elapsed in that month during the period commencing on (and including) 1 January 2018 to (and
including) the NESR Closing Date; and (iii) for each Selling Stockholder, the NESR Initial Cash Consideration Daily Amount in
respect of each relevant month multiplied by the number of days elapsed in that month during the period commencing on (and including)
1 January 2018 to (and including) the NESR Closing Date.


 






     7


     


    

 


“Registration
Rights Agreement” shall mean the Amended and Restated Registration Rights Agreement in the Agreed Form between (amongst
others) NESR and the Reinvesting Selling Stockholders.


 


“Reinvesting
Selling Stockholder” shall mean each of Al Nowais Investments LLC, Castle SPC Limited, Abdulaziz Aldelaimi and Fahad
Abdulla Bindekhayel.


 


“Reinvestment
Proportion” shall mean, in respect of each Reinvesting Selling Stockholder, the number of Consideration Equity Stock
issued to such Reinvesting Selling Stockholder as a proportion of the aggregate Consideration Equity Stock issued to all Reinvesting
Selling Stockholders, in each case as set forth in column (5) of Part 1 of Exhibit A.


 


“Relationship
Agreement” shall mean the Relationship Agreement in the Agreed Form between NESR and the Reinvesting Selling Stockholders.


 


“Relevant
Leakage Proportion” shall mean: (a) in respect of Olayan, its Purchaser Proportion; and (b) in respect of NESR:
(i) to the extent that the Leakage occurs on or prior to Olayan Closing, its Purchaser Proportion; and (ii) to the extent that
the Leakage occurs after Olayan Closing, 100 percent of such Leakage.


 


“Saudi
Aramco Current Prices” shall mean the current service prices under the Existing Contract, as set out in the Saudi
Aramco Pricing Letter.


 


“Saudi
Aramco Material Price Reduction” shall mean a reduction of prices in the Renewed Contract in respect of each of
the Saudi Aramco Services of an amount greater than 20 percent relative to the Saudi Aramco Current Prices.


 


“Saudi
Aramco Pricing Letter” shall mean the letter from the Group dated 16 November 2016 with reference number 161116/01/WS
addressed to Mr. Mohammed Al-Shammari, Manager Contracting Department at the Saudi Arabian Oil Company.


 


“Saudi
Aramco Services” shall mean cementing and coil tubing services.


 


“SEC”
shall mean the Securities and Exchange Commission of the United States of America.


 


“Securities
Act” shall mean the United States Securities Act of 1933.


 


“Seller’s
Group” shall mean, in respect of each Selling Stockholder that is a body corporate, that Selling Stockholder and
its Affiliates, officers and directors or, in respect of a Selling Stockholder who is an individual, that Selling Stockholder
and his Immediate Family Members.


 


“Selling
Stockholder’s Bank Account” shall mean, in respect of each Selling Stockholder, such bank account of that
Selling Stockholder as is notified in writing by it or him to Olayan or NESR prior to Olayan Closing or NESR Closing (as applicable).


 






     8


     


    

 


“Selling
Stockholders’ Representative” shall mean such persons of appropriate experience and seniority as may be nominated
by the Reinvesting Selling Stockholders from time to time.


 


“Senior
Managers” shall mean the Chief Executive Officer and the Chief Financial Officer of the Company.


 


“Sponsor”
shall mean NESR Holdings Ltd., a company incorporated in the British Virgin Islands with its registered address at Ritter House,
Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.


 


“Sponsor
Stock” shall mean 5,750,000 ordinary shares in the capital of NESR issued on 9 February 2017 to the Sponsor for
an aggregate subscription price of $25,000.


 


“Subsidiary”
shall mean any Person of which: (i) a majority of the outstanding share capital, voting securities or other equity interests are
owned, directly or indirectly, by the Company; (ii) any contractual undertaking which is, on or at the date of this Agreement,
owned (directly or indirectly) or controlled by the Company; or (iii) the Company is entitled, directly or indirectly, to appoint
a majority of the board of directors, board of managers or comparable body of such Person.


 


“Surviving
Provisions” shall mean Article I (Definitions) and Sections 6.9 (Publicity), 8.3
(Limitations for Breaches of Representations and Warranties), 9.1 (Expenses), 9.3 (Confidential
Information), 9.5 (Submission to Jurisdiction; Consent to Service of Process; Arbitration), 9.6 (Governing
Law), 9.7 (Entire Agreement; Amendments and Waivers), 9.8 (Notices) and 9.9 (Severability)
and any other right, duty or obligation of either party that is expressly stated in this Agreement to survive termination.


 


“Taxes”
shall mean: (i) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all
income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock,
license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated
taxes, customs duties, fees, assessments and charges of any kind whatsoever; (ii) all interest, penalties, fines, additions to
tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i); and (iii) any transferee
liability in respect of any items described in clauses (i) or (ii) payable by reason of Contract, assumption, transferee liability,
operation of Law, or otherwise.


 


“Taxing
Authority” shall mean any Governmental Body responsible for the administration of any Tax.


 


“Transaction
Expenses” shall mean the aggregate amount of all out-of-pocket fees and expenses, incurred by or on behalf of, or
for the benefit of, the Company or the Selling Stockholders in connection with the negotiation, preparation or execution of this
Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated
hereby, including: (A) any fees associated with required filings; (B) any fees and expenses associated with obtaining necessary
or appropriate waivers, consents or approvals of any Governmental Body or third parties on behalf of the Company or any of the
Subsidiaries; (C) any fees or expenses associated with obtaining the release and termination of any Liens; (D) all brokers’
or finders’ fees; (E) fees and expenses of counsel, advisors, consultants, investment bankers, accountants, and auditors
and experts, and (F) all sale, “stay-around,” retention, or similar bonuses or payments to current or former directors,
officers, employees and consultants paid as a result of or in connection with the transactions contemplated hereby.


 






     9


     


    

 


“UAE”
shall mean the United Arab Emirates.


 


1.2          Terms
Defined Elsewhere in this Agreement. For the purposes of this Agreement, the following terms have meanings set forth
in the sections indicated:


 


	Term	Section

	 	 
	Accountancy
    Firm	2.5
	Acquisition
    Transaction	6.6(a)
	Agreement	Recitals
	Basket	8.3(a)
	Business
    Combination	9.4
	Cash
    Earn-Out	2.9(a)
	Cash
    Earn-Out Condition	2.9(a)
	Claim 

        Closing
	8.2(a) 

        2.6

	Closing
    Date	2.6
	Company	Recitals
	Company
    Marks	6.10
	Company
    Receivable	2.3(a)
	Company
    Shares	Recitals
	Competing
    Transaction	6.6(c)
	Condition	7.1
	Confidential
    Information	6.1
	Consideration	2.2(a)
	Consideration
    Equity Stock	2.2(a)(ii)
	Dispute	9.5(a)
	Dispute
    Notice	2.5
	Dispute
    Meeting	2.5
	Disputed
    Earn-out Items	3.3,
    Exhibit B
	Disputed
    Leakage	2.5
	Draft
    Earn-out Accounts	3.1,
    Exhibit B
	Draft
    Earn-out Statement	3.1,
    Exhibit B
	Earn-out
    Expert	3.5(B),
    Exhibit B
	Earn-out
    Notice	3.3,
    Exhibit B
	Existing
    Contract	2.9(a)
	First
    EBITDA Earn-Out Amount	2.9(i)
	First
    EBITDA Earn-Out Equity Stock	2.9(i)
	Independent
    Accountant	2.5
	Initial
    Cash Consideration Amount	2.2(a)(i)



 






     10


     


    

 


	Term	Section
	 	 
	IPO	9.4
	LCIA	9.5(a)
	Long-stop
    Date	7.2
	NESR
    Board Recommendation	6.19(j)
	NESR
    Closing Date	2.6(b)
	NESR
Closing Adjustment Leakage 

        NESR
Company Shares
	2.4(d) 

        2.1(b)

	NESR
    Initial Cash Consideration Amount	2.2(b)(i)
	NESR
    Stockholder Meeting	6.18(h)
	Notified
    Party	8.2(b)
	Olayan
Closing Adjustment Leakage 

        Olayan
Company Shares 
	2.4(a) 

        2.1(a)

	Olayan
    Initial Cash Consideration Amount	2.2(b)(i)
	Olayan
    Payment	2.6(a)(ii)
	PIPE	2.12
	Pre-NESR
    Closing Adjustment Leakage	2.4(d)
	Pre-Olayan
    Closing Adjustment Leakage	2.4(c)
	Proposed
    Dividend	2.3(b)
	Proposed
    Equity Instrument	2.12
	Proxy	4.4
	Public
    Shareholders	9.4
	Purchaser	Recitals
	Purchaser’s
    Cap	8.3(b)
	Purchaser
    Documents	4.2
	Recipient
    Party	8.2(b)
	Related
    Party Agreement	3.5
	Renewed
    Contract	2.9(a)
	Representatives	6.6(a)
	Rules	9.5(a)
	Second
    EBITDA Earn-Out Amount	2.9(ii)
	Second
    EBITDA Earn-Out Equity Stock	2.9(ii)
	Selling
    Stockholders	Recitals
	Selling
    Stockholder Documents	3.2
	Stock
    Earn-Outs	2.9(b)
	Survival
    Period	8.1(a)
	Third
    Party Claim	8.2(b)


 


1.3         Other
Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following
rules of interpretation shall apply:


 


(a)          Dollars.
Any reference in this Agreement to $ shall mean U.S. dollars.


 


(b)          Headings. Headings do not affect the interpretation of this Agreement; the singular shall include the plural and vice versa; and references
to one gender include all genders.


 



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(c)          English
legal terms. References to an English legal term or concept will, in respect of any jurisdiction other than England, be construed
as references to the term or concept which most nearly corresponds to it in that jurisdiction.


 


(d)          Provisions
of Law. A reference to any statute or statutory provision shall be construed as a reference to the same as it may have been,
or may from time to time be, amended, modified or re-enacted and shall include any subordinate legislation made from time to time
thereunder, except to the extent that the amendment or modification made or coming into effect after the date hereof would increase
or alter the liability of any Party.


 


(e)          Exhibits/Schedules.
The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as
if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be
defined as set forth in this Agreement.


 


(f)          Rights
and obligations of the Selling Stockholders. Any and all rights of the Selling Stockholders are given to each of them severally
and not jointly and severally. Any and all representations, warranties, indemnities, covenants, agreements and obligations given
or entered into by more than one Selling Stockholder under this Agreement are given or entered into severally and not jointly
and severally and accordingly the liability of any Selling Stockholder in respect of any breach of any representation, warranty,
indemnity, covenant, agreement or obligation shall extend only to any loss or damage arising from a breach by that Selling Stockholder.


 


Article
II

SALE AND PURCHASE OF SHARES, PURCHASE PRICE; CLOSING


 


2.1          Sale
and Purchase of Shares. Upon the terms and subject to the conditions set forth in this Agreement:


 


(a)          At
Olayan Closing, each of the Selling Stockholders agrees to sell to Olayan, free and clear of any and all Liens and Encumbrances
and together with all legal and beneficial rights and benefits attached or accruing to them on Olayan Closing, and Olayan agrees
to purchase from the Selling Stockholders, such of the Company Shares owned by such Selling Stockholders as indicated in column
(2) of Part 3 of Exhibit A which sets forth which Company Shares of such Selling Stockholder will be sold to and purchased
by Olayan (collectively, the “Olayan Company Shares”); and


 


(b)          at
NESR Closing, each of the Selling Stockholders agrees to sell to NESR, free and clear of any and all Liens and Encumbrances and
together with all legal and beneficial rights and benefits attached or accruing to them on NESR Closing, and NESR agrees to purchase
from the Selling Stockholders, such of the Company Shares owned by such Selling Stockholders as indicated in column (4) of Part
3 of Exhibit A which sets forth which Company Shares shall be sold to and purchased by NESR (collectively, the “NESR
Company Shares”).


 






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2.2          Consideration.


 


(a)          As
consideration for the acquisition of the Company Shares, NESR and Olayan shall, in aggregate, pay to the Selling Stockholders
an amount of cash in U.S. Dollars and NESR shall issue or transfer a number of shares of Equity Stock as follows (“Consideration”):


 


(i)         an
amount in cash equal to $442,790,940 (the “Initial Cash Consideration Amount”); and


 


(ii)        11,318,827
shares of Equity Stock (the “Consideration Equity Stock”).


 


(b)          Allocation
to NESR and Olayan. The Consideration shall be satisfied as follows:


 


(i)         the
Initial Cash Consideration Amount shall be paid by each of Olayan and NESR in the amounts set forth against their names in columns
(2) and (3) of Part 1 of Exhibit A, respectively, in accordance with Sections 2.6(a) and 2.6(b) (the “Olayan
Initial Cash Consideration Amount” and the “NESR Initial Cash Consideration Amount”, respectively);
and


 


(ii)        the
Consideration Equity Stock shall be issued by NESR in accordance with Section 2.6(b).


 


(c)          Allocation
to Selling Stockholders. The Olayan Initial Cash Consideration Amount, the NESR Initial Cash Consideration Amount and the
Consideration Equity Stock shall be allocated to each Selling Stockholder in the amounts as set forth in columns (2), (3) and
(5) of Part 1 of Exhibit A.


 


2.3          Company
Receivable.


 


(a)          The
Company agrees with the Selling Stockholders that, at or any time prior to the NESR Closing Date, the Company shall (and the Selling
Stockholders shall take all action reasonably necessary to) assign to the Selling Stockholders proceeds received on or before
NESR Closing in respect of any Group Company receivables, whether outstanding as of the date hereof or accruing in the period
to NESR Closing, as are designated in writing by the Selling Stockholders up to the amount of the Receivable Amount (“Company
Receivable”). The Company Receivable shall be apportioned amongst the Selling Stockholders in the same manner as
the Proposed Dividend.


 


(b)   The
Parties agree and acknowledge that the Selling Stockholders have proposed to declare (and the Company agrees with the Selling
Stockholders only that it shall declare and pay) prior to NESR Closing one or more dividends of an aggregate amount (collectively,
the “Proposed Dividend”) equal to the Receivable Amount. The Proposed Dividend shall be allocated amongst
the Selling Stockholders in the amounts as set forth (as appropriate based on the applicable component of the Receivable Amount)
in column (4), Part 1 of Exhibit A or Part 2 of Exhibit A. Each of the Selling Stockholders hereby irrevocably and
unconditionally waives any rights or entitlements that it may have to any dividend or distribution in connection with the Proposed
Dividend other than as set out (as appropriate based on the applicable component of the Receivable Amount) in column (4), Part
1 of Exhibit A or Part 2 of Exhibit A (and shall take any and all such actions as are deemed by the Company to be
reasonably necessary to give full force and effect to such waiver and are notified in writing to that Selling Stockholder).


 






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(c)          NESR
will pay in cash, at NESR Closing, to the Selling Stockholders, the difference between the amount of the Proposed Dividend actually
paid in cash by the Company to the Selling Stockholders (on the one hand) and the Receivable Amount (on the other hand) (the “Outstanding
Receivable Amount”). The Outstanding Receivable Amount shall be apportioned amongst the Selling Stockholders in
the same manner as the Proposed Dividend.


 


(d)          In
the period commencing on Olayan Closing and ending on NESR Closing, Olayan shall use its rights and entitlements to ensure that
the transactions contemplated by this Section 2.3, including (without limitation) in connection with the Company Receivable
and the declaration and payment of the Proposed Dividend, are completed in accordance with the terms hereof prior to NESR Closing.
Olayan hereby irrevocably and unconditionally waives any rights or entitlements that it may have to any dividend or distribution
in connection with the Proposed Dividend or any Permitted Leakage (and shall take any and all such actions as are deemed by any
Selling Stockholder to be reasonably necessary to give full force and effect to such waiver and are notified in writing to Olayan).


 


2.4          Leakage.


 


(a)          Each
of the Selling Stockholders severally undertakes to Olayan in respect of itself or himself and its or his Seller’s Group
only that since (but excluding) the Locked Box Date to the date of this Agreement there has not been any Leakage and there will
not be any Leakage from the date of this Agreement until Olayan Closing, in each case other than Permitted Leakage.


 


(b)          Each
of the Selling Stockholders severally undertakes to NESR in respect of itself or himself only and its Seller’s Group that
since (but excluding) the Locked Box Date there has not been any Leakage and there will not be any Leakage from the date of this
Agreement until NESR Closing, in each case other than Permitted Leakage.


 


(c)          If,
within 180 days after the Olayan Closing Date, Olayan becomes aware of any Leakage in the period between (but excluding) the Locked
Box Date and Olayan Closing (“Pre-Olayan Closing Adjustment Leakage”), Olayan shall notify in writing
the Selling Stockholders with reasonable details of the amount of the Leakage. Subject to Olayan Closing, the Relevant Leakage
Proportion of the Pre-Olayan Closing Adjustment Leakage shall be payable to Olayan in cash by the Selling Stockholder who received
the relevant payment, benefit or asset which resulted in that Leakage, within 20 Business Days of such written notification.


 


(d)          If,
within 180 days after the NESR Closing Date, NESR becomes aware of any Leakage in the period between (but excluding) the Locked
Box Date and NESR Closing (“Pre-NESR Closing Adjustment Leakage”), NESR shall notify in writing the
Selling Stockholders with reasonable details of the amount of the Leakage. Subject to NESR Closing, NESR shall be paid the Relevant
Leakage Proportion of the Pre-NESR Closing Adjustment Leakage in cash by the relevant Selling Stockholder who received the relevant
benefit, payment or asset which resulted in that Leakage within 20 Business Days of such written notification. For the avoidance
of doubt, Olayan and NESR shall together only recover once in respect of any Leakage.


 






     14


     


    

 


(e)          If
the Parties disagree as to the amount of any Leakage, the Parties shall resolve their dispute according to the procedure provided
for in Section 2.5.


 


(f)          If
any Selling Stockholder does not pay to NESR any Pre-NESR Closing Adjustment Leakage due and payable by it within 30 days of the
settlement or determination of any Pre-NESR Closing Adjustment Leakage, NESR is authorized to cancel a number of shares of Equity
Stock at $10 per Equity Stock of such Selling Stockholder in default to satisfy such amount due and payable, as an alternative
remedy to pursuing collection in cash, provided that adequate Equity Stock remains held by such Selling Stockholder. Each Selling
Stockholder hereby grants to the Secretary of NESR a power of attorney to cancel such number of shares of Equity Stock as permitted
under this Section 2.4(f). For the purposes of this Section 2.4(f), any Pre-NESR Closing Adjustment Leakage shall
be deemed to be (A) settled, only if NESR and the relevant Selling Stockholder so agree in writing; and (B) determined only upon
the Independent Accountant issuing its determination in respect thereof in accordance with Section 2.5.


 


2.5          Resolution
of Accounting Dispute.


 


In
the event that the relevant Parties are unable to agree as to the quantum (rather than the existence) of any Leakage (the “Disputed
Leakage”), such Parties shall adopt the following procedure to resolve their dispute. The Parties shall, within
10 Business Days of service of a written notice from either party to the other (“Dispute Notice”) hold
a meeting (“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 of the Company. Each Party shall use its reasonable endeavors
to resolve the dispute. If within 20 Business Days of service of the Dispute Notice the Parties remain unable to resolve the dispute,
(on the one hand) the relevant Selling Stockholder, and (on the other hand) prior to NESR Closing, Olayan and NESR or, after NESR
Closing, NESR, shall jointly appoint an independent accounting firm to assess any disputed amounts from among either KPMG, Deloitte
and Touche or PricewaterhouseCoopers (each an “Accountancy Firm”) or, if such Parties fail to appoint
such firm within 10 Business Days of the expiry of such period, such of the aforementioned independent accounting firms as the
President of the Institute of Chartered Accounts in England and Wales may, on the application of either Party, nominate (“Independent
Accountant”). The Independent Accountant, acting as expert, shall be requested to make a determination in respect
of the Disputed Leakage within 10 Business Days of their appointment and to notify the Parties in writing of their determination.
Such determination shall be final and binding upon the Parties, except in the case of fraud or manifest error.


 


2.6          Closing
Date.


 


Each
of Olayan and NESR shall consummate with the Selling Stockholders the sale and purchase of the Olayan Company Shares and the NESR
Company Shares (“Closing”) on the Olayan Closing Date and the NESR Closing Date, respectively (“Closing
Date”).


 






     15


     


    

 


(a)          Olayan
Closing Date and Obligations.


 


(i)          The
Olayan Closing shall occur on the Olayan Closing Date.


 


(ii)         On
the Olayan Closing Date, Olayan shall procure the payment in cash of the Olayan Initial Cash Consideration Amount to the Selling
Stockholders by way of the transfer, in immediately available funds, to each such Selling Stockholder’s Bank Account of
such part of the Olayan Initial Cash Consideration Amount as is set out against such Selling Stockholder’s name in column
(2) of Part 1 of Exhibit A (collectively, the “Olayan Payment”). On the Olayan Closing Date,
each Selling Stockholder shall simultaneously with receipt of Olayan Payment initiate the transfer, in accordance with Laws of
DIFC, of the legal and beneficial ownership of the Olayan Company Shares owned by it to Olayan free from any Encumbrances, and
carry out any other actions required at Olayan Closing to complete the transfer of legal and beneficial interest in such Olayan
Company Shares to Olayan, including the provision of access to Olayan to the electronic register of members of the Company to
enable Olayan to verify the transfer of the Olayan Company Shares. The Olayan Closing shall occur at the offices of Freshfields
Bruckhaus Deringer LLP, 20th Floor, Al Fattan Currency House, Tower 2, DIFC, Dubai, UAE.


 


(b)          NESR
Closing Date.


 


(i)           Subject
to the satisfaction of the Condition set forth in Article VII, the NESR Closing Date shall occur on the 10th Business
Day following the first day on which the Condition has been satisfied in accordance with this Agreement or such other date as
the Selling Stockholders and NESR may agree in writing (“NESR Closing Date”). The NESR Closing shall
occur at the offices of Freshfields Bruckhaus Deringer LLP, 20th Floor, Al Fattan Currency House, Tower 2, DIFC, Dubai, UAE.


 


(ii)          On
the NESR Closing Date, NESR shall:


 


(A)          subject
to Section 2.12, procure the payment in cash of the NESR Initial Cash Consideration Amount to the Selling Stockholders,
by way of transfer, in immediately available funds, to each such Selling Stockholder’s Bank Account of such part of the
NESR Initial Cash Consideration Amount as is set out against such Selling Stockholder’s name in column (3) of Part 1 of
Exhibit A;


 


(B)          issue
the Consideration Equity Stock (credited as fully paid) to the Selling Stockholders in the amounts set out against each Selling
Stockholder’s name in column (5) of Part 1 of Exhibit A; and


 


(C)          comply
with its obligations under Section 2.3(c).


 


NESR
shall pay the NESR Initial Cash Consideration Amount and issue the Consideration Equity Stock to Selling Stockholders in accordance
with Section 2.2 by registration of such Consideration Equity Stock in the respective Selling Stockholder’s name
with NESR’s registered agent. Upon payment of the NESR Initial Cash Consideration Amount and the issuance of the Consideration
Equity Stock, each Selling Stockholder shall simultaneously at NESR Closing initiate the transfer, in accordance with the Laws
of DIFC, of the legal and beneficial ownership of the NESR Company Shares owned by it free from any Encumbrances, and carry out
any other actions required at Closing to effectuate the transaction, including the provision of access to NESR to the electronic
register of members of the Company to enable NESR to verify the transfer of the NESR Company Shares. The NESR Closing shall occur
at the offices of Freshfields Bruckhaus Deringer LLP, 20th Floor, Al Fattan Currency House, Tower 2, DIFC, Dubai, UAE.


 






     16


     


    

 


2.7          Closing
Deliverables.


 


(a)          Deliveries
by the Selling Stockholders on the Olayan Closing Date. At the Olayan Closing Date, each of the Selling Stockholders shall
deliver or shall cause the Company to deliver, as applicable, to Olayan and NESR copies of Board of Director resolutions of each
Selling Stockholder (except any Selling Stockholder who is an individual), certified by the Secretary or an authorized person
of such Selling Stockholder as to the authorization of this Agreement and all of the transactions contemplated hereby.


 


(b)          Deliveries
by the Selling Stockholders on the NESR Closing Date. At the NESR Closing Date, each of the Selling Stockholders or the Reinvesting
Selling Stockholders (as applicable) shall deliver or shall cause the Company to deliver, as applicable, to NESR:


 


(i)           (to
the extent not already delivered) copies of releases from Related Party Agreements to which such Selling Stockholder is a party
(save for any Related Party Agreements set forth in Part 2 of Schedule 6.14), in each case as defined in Section 3.5 and subject to the terms of Section 6.14; and


 


(ii)          the
Registration Rights Agreement and the Relationship Agreement, duly executed by that Reinvesting Selling Stockholder.


 


(c)          Deliveries
by Olayan to the Selling Stockholders on the Olayan Closing Date. Olayan shall deliver to the Selling Stockholders on the
Olayan Closing Date copies of resolutions of its board of directors, certified by the Secretary of that Purchaser as to the authorization
of this Agreement and all of the transactions contemplated hereby.


 


(d)          Deliveries
by NESR to the Selling Stockholders on the NESR Closing Date. NESR shall deliver to the Selling Stockholders or the Reinvesting
Selling Stockholders (as applicable) on the NESR Closing Date:


 


(i)           to
the Selling Stockholders, copies of resolutions of its board of directors, certified by the Secretary of that Purchaser as to
the authorization of this Agreement and all of the transactions contemplated hereby; and


 


(ii)          to
each Reinvesting Selling Stockholder:


 


(A)          stock
certificates from NESR representing the shares of Consideration Equity Stock, duly endorsed in blank or accompanied by stock transfer
powers and with all requisite stock transfer tax stamps attached and otherwise sufficient to transfer the Consideration Equity
Stock free and clear of all Liens and Encumbrances, unless any Reinvesting Selling Stockholder accepts electronic registration
of such Consideration Equity Stock in such Reinvesting Selling Stockholder’s name with the registered agent of NESR, in
which case NESR shall procure the delivery of evidence (in a form reasonably satisfactory to the relevant Reinvesting Selling
Stockholder) showing the registration of the Consideration Equity Stock in the name of that Reinvesting Selling Stockholder; and


 






     17


     


    

 


(B)          the
Registration Rights Agreement and the Relationship Agreement, duly executed by NESR.


 


(e)          Failure
to comply. If the obligations of any of the Selling Stockholders under Sections 2.6(b) and 2.7(b) are not complied
with on or before the NESR Closing Date or the obligations of NESR under Sections 2.6(b) and 2.7(d) are not complied
with on or before the NESR Closing Date, then:


 


(i)           NESR
(in respect of non-compliance by any Selling Stockholder) or any Selling Stockholder (in respect of non-compliance by NESR) may
terminate this Agreement by notice in writing to the other Parties; or


 


(ii)          NESR
(in respect of non-compliance by any Selling Stockholder) or the Selling Stockholders (acting jointly) (in respect of non-compliance
by NESR) may either defer NESR Closing to a later Business Day (so that the relevant provisions of Sections 2.6 and 2.7 shall apply to NESR Closing as so deferred) or proceed to NESR Closing as far as practicable (without limiting the rights
of any party under this Agreement) without prejudice to any rights that the fully performing party may have against the non-complying
party for costs and expenses incurred by the fully performing party as a result of such delay.


 


2.8         Olayan
NESR Share Exchange.


 


(a)          On
the NESR Closing Date, Olayan shall sell to NESR all of its Olayan Company Shares, free of any Liens and Encumbrances, valued
in the amount of the Olayan Initial Cash Consideration Amount, in consideration and exchange for such number of Equity Stock as
is equal to the quotient of: (i) the Olayan Initial Cash Consideration Amount; and (b) 11.244. Each of Olayan and NESR shall take
all necessary actions to effectuate this exchange of the Olayan Company Shares.


 


2.9         Earn-Out
Payment. Following the NESR Closing Date, NESR shall make the following payments, according to the following terms and
subject to the satisfaction of the following conditions, in cash and/or in Equity Stock to be paid or issued or transferred by
NESR to the Selling Stockholders.


 


		(a)	Cash
Earn-Out. The Selling Stockholders shall receive an amount in cash equal to $7,572,444 as additional consideration for the
NESR Company Shares (“Cash Earn-Out”) upon, and subject to, any member of the Group entering into, renewing
or extending any agreement(s) (the “Renewed Contract”) with the Saudi Arabian Oil Company or any of
its Affiliates on materially the same terms as the Saudi Aramco Contract 6600032564 for Cementing & Other Oilfield Services
(as supplemented and/or modified by the Saudi Aramco Pricing Letter) (the “Existing Contract”) to which
the Company is a party as of the date hereof (the “Cash Earn-Out Condition”), provided that the Cash
Earn-Out Condition shall (and shall be deemed to) be satisfied to the extent that the Renewed Contract is not entered into as
a result of any transaction contemplated by this Agreement or anything done by NESR or anything done or omitted to be done before
NESR Closing pursuant to and in compliance with this Agreement or otherwise at the request in writing or with the approval in
writing of NESR.



 






     18


     


    

 


			For
the purposes of this Section 2.9(a), the Renewed Contract shall be deemed to be on materially the same terms as the Existing
Contract unless any of the Saudi Aramco Services have not been included in the Renewed Contract or there occurs a Saudi Aramco
Material Price Reduction.



 


			The
Cash Earn-Out will be paid within 10 days of the satisfaction of the Cash Earn-Out Condition and allocated to the Selling Stockholders
as set forth in column (6) of Part 1 of Exhibit A.



 


(b)          Equity
Stock Earn-Out. The Reinvesting Selling Stockholders shall be entitled to up to two issuances of Equity Stock (“Stock
Earn-Outs”), which shall constitute distributions of NESR stock valued at $10 per share, on the following terms
and if the following conditions are met. Each of the Stock Earn-Outs shall be allocated to the Reinvesting Selling Stockholders
in their Reinvestment Proportion.


 


(i)          First
Equity Stock Earn-Out. NESR shall issue or transfer to the Reinvesting Selling Stockholders the First EBITDA Earn-Out Equity
Stock (as defined by this Section, credited as fully paid and free and clear of any Liens and Encumbrances) if the 2018 NESR EBITDA
is greater than $157 million. For the purpose of clarity, if the 2018 NESR EBITDA is less than or equal to $157 million then the
First EBITDA Earn-Out Equity Stock will not be issued or transferred as the calculated multiple will be less than or equal to
0 (zero). In the event that the 2018 NESR EBITDA is greater than $157 million, then the Reinvesting Selling Stockholders shall
be issued or transferred Equity Stock equal to the quotient of the First EBITDA Earn-Out Amount and $10 per share of Equity Stock
subject to a maximum cap of 1,671,704 shares of Equity Stock (the “First EBITDA Earn-Out Equity Stock”).
The “First EBITDA Earn-Out Amount” shall be:


 


		(2018
NESR EBITDA – 157)/(166-157) x (0.80 x {Equity Stock percentage of total Consideration i.e. 24.88% as attributed to Section
2.2(a)(ii)}x $84,000,000.	 



 






     19


     


    

 


(ii)         Second
Equity Stock Earn-Out. NESR shall issue or transfer to the Reinvesting Selling Stockholders the Second EBITDA Earn-Out Equity
Stock (credited as fully paid and free and clear of any Liens and Encumbrances) if the 2018 NESR EBITDA is greater than $166 million.
For the purpose of clarity, if the 2018 NESR EBITDA is less than or equal to $166 million then the Second EBITDA Earn-Out Equity
Stock will not be issued or transferred as the calculated multiple will be less than or equal to 0 (zero). In the event that the
2018 NESR EBITDA is greater than $166 million and less than or equal to $200 million then the Reinvesting Selling Stockholders
shall be issued or transferred Equity Stock equal to the quotient of the Second EBITDA Earn-Out Amount and $10 per share of Equity
Stock subject to a maximum cap of 1,671,704 shares of Equity Stock (the “Second EBITDA Earn-Out Equity Stock”).
The “Second EBITDA Earn-Out Amount” shall be:


 





		(2018
NESR EBITDA (if greater than 166) – 166)/(200-166) x (0.80 x {Equity Stock percentage of total Consideration i.e. 24.88%
as attributed to Section 2.2(a)(ii)} x $84,000,000	 


 


  


(c)          Calculation
of 2018 NESR EBITDA. The 2018 NESR EBITDA shall be calculated and the Earn-Out Equity Stock shall be issued in accordance
with Exhibit B and the Parties shall comply with their respective obligations thereunder.


 


2.10       Management
Alignment


 


NESR
shall procure that the provisions relating to the price of Equity Stock applicable to the restrictions on sale, transfer and assignment
of the Sponsor Stock, as summarized in Amendment No. 3 to Form S-1 filed with the SEC on 10 May 2017, shall (without amending
any other part of that filing) be amended as follows:


 


		(a)	up
                                         to 50 percent of the Sponsor Stock may be sold, transferred or assigned in accordance
                                         with the terms of that Amendment No. 3;



  


		(b)	up
                                         to 75 percent of the Sponsor Stock may be sold, transferred or assigned at any time after
                                         the last sale price of the Equity Stock equals or exceeds $15 per share of Equity Stock
                                         (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
                                         the like) for any 20 trading days within any 30-trading day period commencing on or after
                                         the date that is 150 days after NESR Closing; and



  


		(c)	up
                                         to 100 percent of the Sponsor Stock may be sold, transferred or assigned at any time
                                         after the last sale price of the Equity Stock equals or exceeds $17.50 per share per
                                         Equity Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
                                         and the like) for any 20 trading days within any 30-trading day period commencing on
                                         or after the date that is 150 days after NESR Closing.



 


2.11       Right
of First Refusal.


 


A
Reinvesting Selling Stockholder shall have a right of first refusal to purchase any NESR Company Shares being sold by any other
Reinvesting Selling Stockholder at any time prior to the first anniversary of NESR Closing. The Reinvesting Selling Stockholder
shall provide notice to all other Reinvesting Selling Stockholders of its intent to sell such Consideration Equity Stock, and
each Reinvesting Selling Stockholder shall have 10 Business Days within which to respond of its intention to exercise its right
of purchase. If more than one Reinvesting Selling Stockholder wishes to exercise such right, such Reinvesting Selling Stockholders
shall share in the purchase of the Company Shares proportionately to their Reinvestment Proportion.


 






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2.12       PIPE.


 


NESR
shall procure that, in the period prior to NESR Closing, each Reinvesting Selling Stockholder (or any Affiliate(s) nominated by
it) is offered the opportunity to subscribe for upto 50 percent of any Equity Stock or any other shares or stock in the share
capital of NESR or any instrument that is convertible into or exercisable or exchangeable for, or which gives the right to subscribe
for, Equity Stock or any other shares or stock in the share capital of NESR that is proposed to be issued by NESR (“Proposed
Equity Instrument”), before such Proposed Equity Instrument is offered for subscription to any other person. The
Proposed Equity Instrument shall be offered to the Reinvesting Selling Stockholders (or any of its Affiliate(s) nominated by it)
in the Reinvestment Proportion, provided that any Proposed Equity Instrument not taken up by any Reinvesting Selling Stockholder
(or its Affiliate(s) shall be offered to each other Reinvesting Selling Stockholder (or any Affiliate(s) nominated by it) in proportion
to their Reinvestment Proportion before it is offered to any third party. If any Proposed Equity Instrument is proposed to be
offered for subscription to a third party as a result of the Reinvesting Selling Stockholders (or their Affiliate(s)) not subscribing
for it, then it shall be offered on terms that are no more favourable to that third party than the terms offered to the Reinvesting
Selling Stockholders and any such subscription must be completed within a period of 60 days from the date that the Proposed Equity
Stock was first offered to the Reinvesting Selling Stockholders. A Reinvesting Selling Stockholder (or its nominated Affiliate(s))
shall, from the date of receiving the written notice of the offer for subscription of Proposed Equity Stock referred to in this
Section, have 48 hours to accept or decline the offer. Any Reinvesting Selling Stockholder that accepts such offer for subscription
shall be entitled to satisfy any subscription price or other consideration due for any Proposed Equity Instrument by setting off
all or any part of such price or consideration against all or any part of the NESR Initial Cash Consideration that shall be otherwise
due to it at NESR Closing (and NESR shall procure that such Reinvesting Selling Stockholder’s payment obligations in respect
of any such Equity Instrument shall be so deferred until NESR Closing).


 


Article
III

WARRANTIES RELATING TO THE SELLING STOCKHOLDERS


 


Each
Selling Stockholder, severally and not jointly, hereby warrants to the Purchaser in respect of itself or himself only (and, for
the avoidance of doubt, not in respect of any other Selling Stockholder) that:


 


3.1          Organization. The
Selling Stockholders may be composed of both individuals and corporations. Each Selling Stockholder who is a corporation is duly
organized and validly existing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and
authority to carry on its business as now conducted.


 






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3.2          Authorization
of Agreement. Each Selling Stockholder has all requisite power, authority and legal capacity to execute and deliver this
Agreement and has, or will at the applicable Closing Date have all requisite power, authority and legal capacity to execute and
deliver each other agreement, document, or instrument or certificate expressly contemplated by this Agreement to be executed by
such Selling Stockholder in connection with the consummation of the transactions contemplated by this Agreement (the “Selling
Stockholder Documents”), and to consummate the transactions contemplated hereby and thereby. The execution, delivery
and performance of this Agreement and each of the Selling Stockholder Documents, and the consummation of the transactions contemplated
hereby and thereby, has been or, in respect of each Selling Stockholder Document, will be duly authorized and approved by all
required corporate action (if applicable) on the part of such Selling Stockholder. This Agreement has been, and each of the Selling
Stockholder Documents will be at or prior to the Closing, duly and validly executed and delivered by such Selling Stockholder
and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes, and each of the Selling Stockholder
Documents when so executed and delivered will constitute, legal, valid and binding obligations of such Selling Stockholder, enforceable
against such Selling Stockholder in accordance with its terms.


 


3.3          Conflicts;
Consents of Third Parties.


 


(a)          None
of the execution and delivery by each Selling Stockholder of this Agreement or the Selling Stockholder Documents, the consummation
of the transactions contemplated hereby or thereby, or compliance by such Selling Stockholder with any of the provisions hereof
or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under,
or give rise to a right of termination or cancellation under any provision of: (i) the certificate of incorporation and by-laws
or comparable organizational documents of such Selling Stockholder; (ii) any Order of any Governmental Body applicable to such
Selling Stockholder or by which any of the properties or assets of such Selling Stockholder are bound; or (iii) any applicable
Law.


 


(b)          No
consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or
Governmental Body is required by such Selling Stockholder in connection with the execution and delivery of this Agreement, the
Selling Stockholder Documents, the compliance by such Selling Stockholder with any of the provisions hereof, or the consummation
of the transactions contemplated hereby.


 


3.4          Ownership
and Transfer of Shares. The Selling Stockholder is the recorded legal owner of the Company Shares as indicated against
its or his name in Exhibit A, free and clear of any and all Liens and encumbrances. Each Selling Stockholder has the power
and authority to sell, transfer, assign and deliver such Company Shares as provided in this Agreement, and such delivery will
convey to the relevant Purchaser legal and beneficial ownership of such Company Shares, free and clear of any and all Liens.


 


3.5          Related
Party Agreements. Except in respect of the agreements set forth in Part 1 of Schedule 6.14 (each a “Related
Party Agreement”), each Selling Stockholder is not party to any agreement, as of the date hereof, with the Company
or any Subsidiary under which the Company or any Subsidiary has any outstanding liability, obligation or commitment.


 


3.6          Litigation. There
are no Legal Proceedings pending or, to the Knowledge of the relevant Selling Stockholder, threatened in writing against that
Selling Stockholder or to which the Selling Stockholder is otherwise a party, in each case in relation to this Agreement, the
Selling Stockholder Documents or the transactions contemplated hereby and thereby. 


 






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Article
IV

WARRANTIES OF PURCHASER


 


Each
of NESR and Olayan hereby severally warrants to the Selling Stockholders that the statements contained in this Article IV
are true and correct as of the date of this Agreement and will be true and correct as of the NESR Closing Date and the Olayan
Closing Date, respectively:


 


4.1          Organization
and Good Standing. Olayan and NESR are entities duly organized, validly existing and in good standing under the laws
of their respective state or jurisdiction of incorporation and have all requisite corporate power and authority to own, lease
and operate properties and carry on their businesses.


 


4.2          Authorization
of Agreement. Olayan and NESR have full corporate power, legal capacity and authority to execute and deliver this Agreement
and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Purchaser in
connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”),
and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of
this Agreement and each Purchaser Document have been duly authorized by all necessary corporate action on behalf of each Purchaser.
This Agreement has been, and each Purchaser Document will be at or prior to NESR Closing, duly executed and delivered by each
Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement
constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligation
of each Purchaser, enforceable against the Purchaser in accordance with its respective terms.


 


4.3          Conflicts;
Consents of Third Parties.


 


(a)          None
of the execution and delivery by the Purchaser of this Agreement and of the Purchaser Documents, the consummation of the transactions
contemplated hereby or thereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will conflict
with, or result in violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of
termination or cancellation under any provision of: (i) the certificate of incorporation and by-laws or comparable organizational
documents of such Purchaser; (ii) any Contract, or Permit to which the Purchaser is a party or by which any of the properties
or assets of the Purchaser are bound; (iii) any Order of any Governmental Body applicable to the Purchaser or by which any of
the properties or assets of the Purchaser are bound; or (iv) any applicable Law.


 


(b)          No
consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or
Governmental Body is required on the part of the Purchaser in connection with the execution and delivery of this Agreement or
the Purchaser Documents, the compliance by the Purchaser with any of the provisions hereof or thereof or the consummation of the
transactions contemplated hereby or thereby.


 






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4.4          Proxy
Process. The Selling Stockholders acknowledge that NESR cannot proceed to NESR Closing unless and until NESR has first
filed with the SEC, in compliance with Law, a disclosure statement of the acquisition of the Company Shares and other assets and
a submission to all shareholders of NESR requesting a shareholder vote to approve the transaction contemplated hereby (“Proxy”).


 


4.5          Litigation. There
are no Legal Proceedings pending or, to the Knowledge of the Purchaser, threatened against the Purchaser or to which the Purchaser
is otherwise a party relating to this Agreement, the Purchaser Documents or the transactions contemplated hereby and thereby.


 


4.6          Financial
Advisors. No Person has acted, directly or indirectly, as a broker, finder or financial advisor for the Purchaser in
connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment
in respect thereof, except JPMorgan which has acted as financial advisor to NESR.


 


Article
V

WARRANTIES OF NESR


 


NESR
hereby represents and warrants to the Selling Stockholders that the statements contained in this Article V are true and
correct as of the date of this Agreement and will be true and correct as of the NESR Closing Date:


 


5.1          Liabilities. Except
as publicly disclosed as of the date hereof, no member of the NESR Group:


 


(a)          has
any outstanding liabilities;


 


(b)          has
any obligations or commitments of any nature whatsoever under or in connection with any agreement, arrangement or understanding;


 


(c)          is
in breach of any applicable Law, including in respect of any filings required to be made by it with the SEC; or


 


(d)          is
party to any pending or threatened civil, criminal, arbitration, administrative or other proceedings against it.


 


5.2          Proxy. Except
in respect of any information provided by the Company or any Subsidiary of the Company, all information contained in the Proxy,
at the time: (i) the Proxy (or any amendment thereof or supplement thereto) is first mailed to the stockholders of NESR; (ii)
of the NESR Stockholders’ Meeting; and (iii) of the NESR Closing, will be true and accurate and the Proxy will not fail
to state any material fact required to be stated therein or necessary in order to make the statements therein complete and not
misleading.


 






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5.3          NESR
Trust. The NESR Trust contains an amount equal to at least $229 million as of the date hereof and it is in full force
and effect.


 


5.4          Equity
Stock. No Equity Stock has been issued or transferred by any member of the NESR Group or agreed to be issued or transferred
by NESR for a price that is less than $10 per Equity Stock, and NESR has not issued or agreed to issue any instrument that is
convertible into, or exercisable or exchangeable for, or which gives the right to subscribe for, Equity Stock or that entitles
its holder to be issued or subscribe for Equity Stock for a price that is less than $10 per Equity Stock.


 


Article
VI

COVENANTS


 


6.1          Access
to Information; Confidentiality. The Company shall, and the Company shall cause the Subsidiaries to, afford to NESR and
its accountants, counsel, financial advisors, directors, officers and employees reasonable access, during normal business hours
upon reasonable notice throughout the period prior to the earlier of NESR Closing and the termination of this Agreement in accordance
with the terms hereof, to the Company’s and the Subsidiaries’ respective books, financial information (including working
papers and data in the possession of the Company’s or the Subsidiaries’ or their respective independent public accountants,
internal audit reports, and “management letters” from such accountants with respect to the Company’s or any
of the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries to the extent
required for the purposes of monitoring the financial performance of the Company, preparing for the transition of the ownership
of the Company to NESR or preparing the Proxy and, during such period, shall furnish as soon as reasonably practicable such information
in the possession or control of the Company or any Subsidiary concerning the businesses, properties and personnel of the Company
and the Subsidiaries as NESR shall reasonably request for any such purpose; provided, however, such investigation shall not disrupt
the Company’s operations in any material manner. The Company shall authorize and direct the appropriate directors, managers
and employees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary,
as the case may be, with NESR during normal business hours and upon reasonable notice and then only to the extent that it will
not and is not reasonably likely to disrupt the Company’s operations in any material manner. All information provided to,
or obtained by, the Purchaser, the Company, or the Selling Stockholders in relation to the subject matter of, and negotiations
leading to, this Agreement, including but not limited to the terms of this Agreement, shall be considered “Confidential
Information” and kept strictly confidential by the Parties; provided that the Purchaser and the Company may
disclose such information as is necessary: (i) to fulfill the Condition; or (ii) to include in the Proxy. No information provided
to or obtained by the Purchaser pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder
to the Purchaser (including the Purchaser’s right to any damages), or the warranties of, or the conditions to the obligations
of, the Parties.


 






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6.2          Conduct
of Group Business Pending NESR Closing.


 


(a)          Except
(i) as otherwise expressly provided in this Agreement, or (ii) any Permitted Leakage, or (iii) to comply with applicable Law,
or (iv) with the prior written consent of NESR, or (v) in the Ordinary Course of Business, or (vi) any act undertaken or agreement,
arrangement or understanding entered into between the Company or any of its Subsidiaries or amongst any Subsidiaries of the Company,
or (vii) as contemplated in the Annual Budget, the Company shall not, and the Company shall cause the Subsidiaries not to in the
period commencing on the date of this Agreement and ending on the earlier of NESR Closing and the termination of this Agreement:


 


(i)         declare,
set aside, make or pay any dividend or other distribution in respect of the capital stock of, or other ownership interests in,
the Company or any of the Subsidiaries or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock
or other securities of, or other ownership interests in, the Company or any of the Subsidiaries;


 


(ii)        transfer,
issue, sell, pledge, encumber or dispose of any shares of capital stock or other securities of, or other ownership interests in,
the Company or any of the Subsidiaries or grant options, warrants, calls or other rights to purchase or otherwise acquire shares
of the capital stock or other securities of, or other ownership interests in, the Company or any of the Subsidiaries;


 


(iii)       effect
any recapitalization, reclassification, stock split, combination or like change in the share capital of the Company or any of
the Subsidiaries;


 


(iv)       amend
the certificate of incorporation or by-laws or equivalent organizational or governing documents of the Company or any of the Subsidiaries;


 


(v)       
(A) increase the salary or other compensation of any director or Senior Manager of the Company or any of the Subsidiaries, except
for normal year-end increases in the Ordinary Course of Business; or (B) grant any unusual or extraordinary bonus, benefit or
other direct or indirect compensation in connection with the transactions contemplated hereby to any director, officer or employee
of the Company or any Subsidiary;


 


(vi)       terminate
the employment of any Senior Manager;


 


(vii)      acquire
any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material
properties or assets of, or used by, the Company and the Subsidiaries, other than in the Ordinary Course of Business. A property
or asset shall be deemed to be “material” if its value exceeds $500,000;


 


(viii)     enter
into or agree to enter into any merger or consolidation with any corporation or other entity, create a new Subsidiary or invest
in, make a loan, advance or capital contribution to, or otherwise acquire the securities, of any other Person;


 


(ix)       cancel
or compromise any material debt or claim except in the Ordinary Course of Business;


 


(x)        enter
into any commitment for capital expenditures of the Company and the Subsidiaries in excess of $5 million per month;


 






     26


     


    

 


(xi)       except
for transfers of cash pursuant to normal cash management practices in the Ordinary Course of Business, make any investments in
or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any member of the Seller’s Group;


 


(xii)      terminate,
amend in any material respect, fail to renew, or waive any material rights under any Material Contract, other than in the Ordinary
Course of Business;


 


(xiii)     dispose
of or destroy any corporate records or other books or records of the Group;


 


(xiv)     settle
or compromise any pending or threatened Legal Proceeding or any claims, in each case where the liability to the Company or a Subsidiary
in respect thereof exceeds $1 million; and


 


(xv)      take
any steps to dissolve, wind-up or liquidate any Subsidiary.


 


6.3          NESR
Group Conduct Pending the NESR Closing. Except as otherwise expressly provided in this Agreement, to comply with applicable
Law or with the prior written consent of the Selling Stockholders, NESR shall not and shall cause its Affiliates not to, in the
period commencing on the date of this Agreement and ending on the earlier of NESR Closing and the termination of this Agreement,
undertake any of the acts, matters or things set out in Section 6.2 (except Sections 6.2(a)(i) or 6.2(a)(iii))
as if any reference to the Company or any Subsidiary shall be deemed to be a reference to NESR or each of its Affiliates, respectively.


 


6.4          No
Further Actions. Each Selling Stockholder and Purchaser shall make all efforts to effectuate all the necessary corporate
actions required of it (including but not limited to seeking and obtaining the approval of its shareholders, making applicable
filings and voting its own shares in favor of any shareholder resolutions) to enable the transfer of any Company Shares or the
transfer or issuance of Equity Stock required under this Agreement.


 


6.5          Third
Party Consents. The Selling Stockholders and the Company shall reasonably co-operate with NESR to enable compliance with
the statutory requirement under the laws of Algeria to engage in formal consultation with the Algerian government with respect
to a proposed transfer of ultimate ownership in the Company in order to obtain at the earliest practicable date all consents,
waivers and approvals from, and provide all notices to the responsible authorities in, Algeria in relation thereto. Executed counterparts
of such consents, waivers and approvals shall be delivered to each Selling Stockholder and the Company promptly after receipt
thereof by any Purchaser or to the Purchaser promptly after receipt by any Selling Stockholder or the Company, and copies of such
notices shall be delivered to the Purchaser (if delivered by any Selling Stockholder or the Company) or to the Selling Stockholder
and the Company (if delivered by any Purchaser), in each case promptly after the making thereof. Notwithstanding anything to the
contrary in this Agreement, none of the Selling Stockholders, the Purchaser nor any of their Affiliates (which for purposes of
this sentence shall include the Company) shall be required by any other Party to pay any amounts in connection with obtaining
any consent, waiver or approval.


 






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6.6          No
Shop.


 


(a)          During
the period from the date of this Agreement and through the earlier of NESR Closing and termination or expiry of this Agreement,
unless Olayan does not comply with the provisions of Section 2.6(a), the Selling Stockholders and the Company shall not,
and the Company shall not permit the Subsidiaries and the Company shall not permit its or its Subsidiaries’ directors, officers
or employees and each Selling Stockholder shall not permit its respective directors, officers or employees, (collectively, the
“Representatives”) to, directly or indirectly: (i) discuss, encourage, negotiate, undertake, initiate,
authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise,
any transaction involving a merger, consolidation, business combination, purchase or disposition of all or substantially all of
the assets of the Company or any of the Subsidiaries or any capital stock or other ownership interests of the Company or any of
the Subsidiaries, other than the transactions contemplated by this Agreement (an “Acquisition Transaction”);
(ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of
an Acquisition Transaction; (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations,
properties or assets of the Company or the Subsidiaries in connection with an Acquisition Transaction; or (iv) otherwise cooperate
in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek
any of the foregoing.


 


(b)          The
Selling Stockholders and the Company shall (and the Selling Stockholders and the Company shall cause their respective directors,
officers and employees to, and the Company shall cause the Subsidiaries and their Representatives to) immediately cease and cause
to be terminated any existing discussions or negotiations with any Persons (other than Purchaser) conducted heretofore with respect
to any Acquisition Transaction. The Company agrees not to (and the Company agrees to cause the Subsidiaries not to) release any
third party involved in such discussions or negotiations from the confidentiality and standstill provisions of any agreement to
which the Company or any of the Subsidiaries is a party in connection with any Acquisition Transaction.


 


(c)          During
the period from the date of this Agreement and through the earlier of NESR Closing and termination or expiry of this Agreement,
except for a Permitted Transaction, NESR shall not and shall procure that none of its Affiliates or its or their directors, officers
or employees shall, directly or indirectly: (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose
or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving
a merger, consolidation, business combination, purchase or disposition of all or substantially all of the assets of any Person
or of any capital stock or other ownership interests of any Person (a “Competing Transaction”); (ii)
facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of a Competing
Transaction; or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or
attempt by any other Person to do or seek any of the foregoing.


 


(d)          NESR
shall and shall procure that its Affiliates and its and their directors, officers and employees shall immediately cease and cause
to be terminated any existing discussions or negotiations with any Persons (other than any Selling Stockholder) conducted heretofore
with respect to any Competing Transaction (except any Permitted Transaction).


 






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6.7          Non-Solicitation;
Confidentiality.


 


(a)          For
a period of one year from and after the NESR Closing Date, the Selling Stockholders shall not, and shall cause their directors,
officers or employees (acting in their capacity as such) not to, directly or indirectly: (i) cause, solicit, induce or encourage
any Senior Managers of the Company or the Subsidiaries to leave such employment for the purpose of hiring, employing or otherwise
engaging any such individual, except in the event that any Senior Manager responds to any bona fide employment advertisement that
is not directed at one or more of the Senior Managers; or (ii) cause, induce or encourage any client or supplier which is party
to a Material Contract as of the date hereof to terminate any such Material Contract or modify it in a manner that is materially
adverse to the Company or any Subsidiary.


 


(b)          From
and after the NESR Closing Date, the Selling Stockholders shall not and shall cause their directors, officers and employees not
to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and
employees of the Purchaser any Confidential Information (as defined below). The Selling Stockholders shall not have any obligation
to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and
to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure
is required by applicable Law, the Selling Stockholders shall, to the extent reasonably possible, provide the Purchaser with prompt
notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order.


 


(c)          From
the date of this Agreement until the NESR Closing Date, the Purchaser shall not and shall cause its directors, officers and employees
not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors
and employees of the Selling Stockholders any Confidential Information (as defined below). The Purchaser shall not have any obligation
to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and
to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure
is required by applicable Law, the Purchaser shall, to the extent reasonably possible, provide the Company with prompt notice
of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order.


 


(d)          For
the purposes of this Section 6.7(b) and 6.7(c), “Confidential Information” means any information
with respect to the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees,
costs, inventions, trade secrets, know-how, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized
information or proprietary matters.


 


(e)          The
covenants and undertakings contained in Sections 6.6 and 6.7 relate to matters which are of a special, unique and
extraordinary character and a violation of any of their terms may cause irreparable injury to the Party that has the benefit of
them, the amount of which may not be possible to estimate or determine and which may not be adequately compensated. Accordingly,
the remedy at law for any breach of Section 6.6 or 6.7 may be inadequate. Therefore, the Party that has the benefit
of any such covenant or undertaking will be entitled to seek a temporary and permanent injunction, restraining order or other
equitable relief from any court of competent jurisdiction in the event of any breach of Section 6.6 or 6.7. The
rights and remedies provided by this Section 6.7(e) are cumulative and in addition to any other rights and remedies which
Purchaser may have hereunder or at law or in equity.


 






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(f)          The
Parties agree that, if any court of competent jurisdiction determines that a specified time period, a specified geographical area,
a specified business limitation or any other relevant feature of this Section 6.7 is unreasonable, arbitrary or against
public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined
by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.


 


6.8          Preservation
of Records. Subject to any retention requirements of applicable Law relating to the preservation of Tax records, the
Selling Stockholders and the Purchaser agree that each of them shall (and NESR shall from the NESR Closing Date cause the Company
and the Subsidiaries to) use their reasonable endeavours to preserve and keep the records held by them relating to the respective
businesses of the Company and the Subsidiaries for a period of seven years commencing on the NESR Closing Date and shall make
such records available to the other as may be reasonably required by such party on or after the NESR Closing Date, including in
connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the
Selling Stockholders, the Company, the Subsidiaries or Purchaser or in order to enable the Selling Stockholders or the Purchaser
to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated
hereby or thereby, provided that nothing in this Section 6.8 shall require any Party to disclose any information that may
be subject to privilege.


 


6.9          Publicity. None
of the Purchaser, Selling Stockholders or the Company shall publicly disclose the terms of this Agreement or issue any press release
or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval
of the other Party, which approval will not be unreasonably withheld or delayed (having regard to the urgency of the circumstances).
Without prejudice to Section 6.19, nothing herein shall prevent NESR from making the disclosures necessary to comply with
applicable Law, including SEC regulations and other Laws pertaining to the De-SPAC Process, provided that the Selling Stockholders
have been provided draft copies of any such disclosure to the extent relating to this Agreement or any transaction contemplated
hereby or relating to any Selling Stockholder or any member of the Group reasonably in advance to enable the Selling Stockholders
to comment on such copies as soon as reasonably practicable (but having regard to the urgency of the circumstances) and in any
case at least 48 hours prior to their disclosure. Having regard to the urgency of the circumstances, reasonable consideration
shall be afforded by NESR to any comments submitted by any Selling Stockholder at least 48 hours prior to the relevant disclosure.


 






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6.10         Use
of Name. The Selling Stockholders hereby agree that upon the NESR Closing, NESR and the Company shall have the sole right
to use of the name “NPS Holdings Limited” or any service marks, trademarks, trade names, “doing business as”
names, fictitious names, identifying symbols, logos, emblems, signs or insignia containing “NPS” or “National
Petroleum Services”, including any name or mark confusingly similar thereto (collectively, the “Company Marks”).
The Selling Stockholders shall not use any of the Company Marks, except in connection with marketing their investment in the Company
to any investor or any potential investor in any Affiliate of any Selling Stockholder or any fund or Person managed and/or advised
by any Affiliate of any Selling Stockholder.


 


6.11         Cooperation
with Proxy Process. In order to fulfill the Condition, the Company shall, and the Company shall cause the Subsidiaries
to, in each case at NESR’s cost, provide such assistance and cooperation as Purchaser may reasonably request upon giving
reasonable notice, including: (i) reasonable assistance with preparing any business descriptions of the Company and any Subsidiary
needed for any prospectus and cooperating with initial purchasers or placement agents; (ii) making senior management of the Company
and the Subsidiaries reasonably available for customary “roadshow” presentations or proposed equity financing source
meetings and rating agencies presentations; (iii) cooperating with prospective underwriters, placement agents or initial purchasers
and their respective advisors in performing their due diligence; (iv) providing all financial statements and financial and other
information in their possession or control that is required to be provided by applicable Law in an offering of equity securities;
and (v) using reasonable endeavours to cause the Company’s accountants to provide customary “comfort” letters
to any underwriters or initial purchasers, including standard negative assurance comfort on any interim period of pro forma financial
statements.


 


6.12         NPS
Co-Investment Plan. At NESR Closing, the Company shall procure the payment of the NPS Co-Investment Plan Settlement Amount
under each NPS Co-Investment Plan.


 


6.13         NPS
LTIP. The Company hereby confirms that it has no liability under the NPS LTIP.


 


6.14         Related-Party
Transactions with Non-Management Affiliates. On or prior to the NESR Closing Date, the Company and the Subsidiaries shall:
(i) terminate all Related Party Agreements (other than (a) those Related Party Agreements set forth in Part 2 of Schedule 6.14 and (b) Contracts between the Company and the Subsidiaries, Contracts between the Company and the Subsidiaries and their respective
officers and employees and Contracts the continuation of which the Purchaser has approved in writing); and (ii) deliver releases
executed by such Affiliates with whom the Company has terminated such Related Party Agreements pursuant to this Section 6.14 providing that no further payments are due, or may become due, under or in respect of any such terminated Related Party Agreements;
provided that in no event shall the Company or any of the Subsidiaries pay any fee or otherwise incur any expense or financial
exposure with respect to any such termination or release.


 






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6.15        Notification
of Certain Matters. The Selling Stockholders and the Purchaser shall give notice to the other party, in writing and as
promptly as reasonably practicable, upon becoming aware of: (i) any fact, change, condition, circumstance, event, occurrence or
non-occurrence that has caused or is reasonably likely to cause any representation or warranty in this Agreement made by it (on
its part) to be untrue or inaccurate in any material respect at any time after the date hereof and prior to NESR Closing; (ii)
any failure on its part to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied
by it hereunder of which it becomes aware; (iii) any material development of which it becomes aware relating to the fulfilment
of the Condition as soon as reasonably practicable after it comes to that party’s attention; or (iv) the institution of
or the threat of institution of any Legal Proceeding against it, the Company or any of the Subsidiaries related to this Agreement
or the transactions contemplated hereby; provided that the delivery of any notice pursuant to this Section 6.15
shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice, or the representations
or warranties of, or the conditions to the obligations of, the parties hereto.


 


6.16        Resignation
of Directors. Except as notified in writing by NESR to the Selling Stockholders at least 5 Business Days prior to NESR
Closing, the Selling Stockholders shall cause each of the directors of the Company and the Subsidiaries to submit a letter of
resignation effective on or before the NESR Closing Date.


 


6.17        Management. It is the intention that current senior management of the Company will remain active in NESR as part of
the senior management team. Key management positions in the Company shall be confirmed in writing by NESR prior to NESR Closing,
which confirmation shall also set forth principles of compensation and long and short term incentive arrangements in line with
market standards for the management team as well as a timeline for the implementation of such agreements post-NESR Closing Date.


 


6.18        Fraud. Notwithstanding
any other provision of this Agreement, no party shall be released from a Claim arising from any willful and knowing conduct that
constitutes fraud on any other party.


 


6.19        Satisfaction
of Condition. NESR shall, at its own cost, use its best endeavours to ensure that the Condition in Article VII
of this Agreement is satisfied promptly after the date of this Agreement (and, in any event, before the Long-stop Date), including
by soliciting proxies as promptly as practicable in accordance with applicable Law for the purpose of obtaining the De-SPAC Approval,
and shall promptly notify the Selling Stockholders of the satisfaction of the Condition. Without prejudice to the foregoing, NESR
shall and shall cause its Affiliates:


 


(a)          to
promptly prepare the Proxy in a form and substance that complies with applicable requirements of the Exchange Act and the rules
and regulations thereunder to be sent to the stockholders of NESR, for the purpose of, amongst other things, solicitation of proxies
from the stockholders of NESR with respect to the De-SPAC Stockholder Voting Matters in an effort to obtain the De-SPAC Approval
and providing the stockholders of NESR with the opportunity to have their Company Shares redeemed;


 


(b)          to
take all actions that are necessary or reasonably advisable or as may be required by the SEC or by applicable Law in order to
give effect expeditiously to the transactions contemplated by this Agreement;


 


(c)          to
disclose in writing to the Selling Stockholders any event, fact or circumstance which will or may prevent the Condition from being
satisfied on or prior to the Long-stop Date promptly after such event, factor circumstance comes to its attention;


 






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(d)          make
any necessary filings to the SEC as promptly as possible after the date of this Agreement and any filings with respect to the
transactions contemplated hereby under the Securities Act and the Exchange Act and applicable “blue sky” laws and
rules and regulations thereunder, to re-submit any such filings as promptly as possible (and in any event within the timeframe
mandated by the SEC), and use its best efforts to have the Proxy cleared by the SEC under the Exchange Act as soon as possible
after filing;


 


(e)          provide
any additional information and documentary material that may be requested by the SEC and respond to any SEC comments as promptly
as possible following receipt of such request or comments;


 


(f)          promptly
notify the Selling Stockholders of any communications (whether written or oral) with the SEC in connection with obtaining the
De-SPAC Approval, including in connection with the approval by the SEC of the Proxy, any filing of any supplement or amendment
to the Proxy, the issuance of any stop order or any request by the SEC for any amendment to the Proxy;


 


(g)          to
the extent they relate to any Selling Stockholder or any member of the Group or this Agreement or the sale and purchase of any
Company Shares, promptly provide the Selling Stockholders (and/or advisors nominated by the Selling Stockholders) draft copies
of the Proxy and any amendment or supplement to the Proxy and all material submissions and promptly provide the Selling Stockholders
with copies of all written communications with the SEC in connection with obtaining the De-SPAC Approval, and to take into account
any reasonable comments provided by any Selling Stockholder in relation to the Proxy and any amendment or supplement to the Proxy.
NESR shall promptly transmit any amendment or supplement to the Proxy to its stockholders to the extent required by the SEC or
under applicable Law;


 


(h)          as
soon as practicable following approval of the Proxy with the SEC, and in accordance with applicable Law, establish a record date
for, duly call, give notice of, convene and hold a meeting of its stockholders (the “NESR Stockholder Meeting”)
for the purpose of seeking to obtain De-SPAC Approval;


 


(i)          to
use all reasonable efforts to cause the Proxy to be mailed to NESR’s stockholders promptly;


 


(j)          to
recommend to NESR’s stockholders, through its board of directors, that they approve any and all proposals in respect of
which the vote of NESR’s stockholders is sought (“NESR Board Recommendation”). NESR agrees that
its obligation to duly call, give notice or convene and hold the NESR Stockholder Meeting shall not be affected by any change
of the NESR Board Recommendation, and NESR agrees to submit the foregoing matters to the vote of its stockholders regardless of
whether or not NESR’s board of directors changes the NESR Board Recommendation;


 


(k)          if
at any time any event, circumstance or information relating to the Company and its Subsidiaries, or any of their respective Affiliates,
officers or directors, or the Selling Stockholders should be discovered by NESR or the Selling Stockholders that should be set
forth in an amendment or supplement to the Proxy, so that such documents would not include any misstatement of a material fact
or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC
by NESR and, to the extent required by Law, disseminated to the stockholders of NESR; and


 






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(l)          to
the extent they relate to any Selling Stockholder or any member of the Group or this Agreement or the sale and purchase of any
Company Shares, promptly provide the Selling Stockholders with the Proxy and all material submissions and communications to or
with any regulatory authority in the form submitted or sent.


 


6.20        Listing
of Purchaser Common Stock. NESR shall use its best efforts to take all necessary action to cause the shares of the Consideration
Equity Stock that will be issued at the NESR Closing to be approved for listing on NASDAQ, subject to official notice of issuance,
prior to the NESR Closing.


 


Article
VII

CONDITION TO NESR CLOSING


 


7.1          Condition
Precedent to Obligations of Purchaser and Selling Stockholder. The obligation of NESR and the Selling Stockholders to
consummate the sale and purchase of the NESR Company Shares and to consummate the NESR Closing in accordance with the terms hereof
is subject to NESR obtaining the De-SPAC Approval (the “Condition”).


 


7.2          Termination. If
the Condition is not capable of being satisfied at any time or it is not satisfied by 30 June 2018 (the “Long-stop
Date”) (or such later date as NESR and the Selling Stockholders may agree to in writing), then any Selling Stockholder
or NESR shall be entitled to, by written notice to each of the other Parties, terminate this Agreement and on giving such notice,
this Agreement shall automatically terminate (other than the Surviving Provisions which shall continue in full force and effect).
In the event of such termination, no Party (nor any of its Affiliates) shall have any claim under this Agreement of any nature
against any other Party except in respect of any rights and liabilities which have accrued before termination or under any of
the Surviving Provisions.


 


7.3          Simultaneous completion. None
of the Selling Stockholders shall be obliged to complete the sale and purchase of any of the NESR Company Shares unless the sale
and purchase of all of the NESR Company Shares and the sale and purchase of the Olayan Company Shares pursuant to the Olayan SPA
is completed simultaneously.


 


Article
VIII

LIMITATIONS ON LIABILITY


 


8.1          Survival
of Warranties.


 


(a)          The
warranties of the parties contained in Article III Article IV and Article V of this Agreement shall survive the Olayan
Closing and NESR Closing through and including the third anniversary of the NESR Closing Date (in each case, the “Survival
Period”); provided, however, that any obligations shall not terminate upon the expiry of the Survival
Period with respect to any Losses as to which a Party shall have given notice in accordance with Section 8.2(a) before
the termination of the applicable Survival Period.


 






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(b)          Except
to the extent set out in this Agreement (including in the Schedules hereto), any right or remedy based on warranties, covenants
and agreements in this Agreement, or any Selling Stockholder Documents, Company Document or Purchaser Document shall not be affected
by any investigation conducted at any time, or any Knowledge acquired (or capable of being acquired) at any time, whether before
or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, or compliance
with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any such
representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect any remedy
based on such representations, warranties, covenants and agreements.


 


8.2          Claim
Procedures.


 


(a)          A
claim for any breach of any representation or warranty under Article III, Article IV and Article V (each a “Claim”)
may be asserted by written notice (specifying in reasonable detail, to the extent known at that time, the fact, matter, event
or circumstance giving rise to the potential Claim and the amount likely to be claimed in respect thereof) to the Party that is
considered to be in breach of that representation or warranty; provided, however, that failure to so notify shall
not preclude the innocent Party from bringing any Claim in accordance with this Article VIII so long as such notification
is given prior to the expiry of the Survival Period. Such notice shall state in reasonable detail the basis of that Claim.


 


(b)          In
the event that any Legal Proceedings shall be instituted or that any claim or demand shall be asserted by any third party against
a Party (the “Recipient Party”) in respect of which a Claim may be brought (regardless of the limitations
set forth in Section 8.3) (a “Third Party Claim”), the Recipient Party shall promptly cause written
notice of the assertion of any Third Party Claim of which it has Knowledge which may be subject to a Claim to be forwarded to
the Party against whom that Claim may be brought (the “Notified Party”). The failure of the Recipient
Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Notified Party’s
obligations with respect thereto except to the extent that the Notified Party can demonstrate actual loss and prejudice as a result
of such failure. Subject to the provisions of this Section 8.2, the Notified Party shall have the right, at its sole expense,
to be represented by counsel of its choice, which must be reasonably satisfactory to the Recipient Party, and to defend against,
negotiate, settle or otherwise deal with any Third Party Claim; provided that the Notified Party shall have acknowledged and agreed
in writing to the Recipient Party that it shall indemnify the Recipient Party in respect of the Third Party Claim and any action
taken by that Notified Party pursuant to the terms of this Section 8.2. If the Notified Party elects to defend against,
negotiate, settle or otherwise deal with any Third Party Claim, it shall within five days of the Recipient Party’s written
notice of the assertion of such Third Party Claim (or sooner, if the nature of the Third Party Claim so requires) notify the Recipient
Party of its intent to do so; provided, that the Notified Party must conduct the defense of the Third Party Claim actively
and diligently thereafter in order to preserve its rights in this regard. If the Notified Party elects not to defend against,
negotiate, settle or otherwise deal with any Third Party Claim or fails to notify the Recipient Party of its election as herein
provided, the Recipient Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Notified
Party shall assume the defense of any Third Party Claim, the Recipient Party may participate, at his or its own expense, in the
defense of such Third Party Claim; provided, however, that such Recipient Party shall be entitled to participate
in any such defense with separate counsel: (i) at the expense of the Notified Party if so requested in writing by the Notified
Party to participate; or (ii) in the reasonable opinion of counsel to the Recipient Party, a conflict or potential conflict exists
between the Notified Party and the Recipient Party that would make such separate representation advisable. The parties hereto
agree to provide reasonable access to the other to such documents and information as may be reasonably requested in connection
with the defense, negotiation or settlement of any such Third Party Claim, except any document or information that is subject
to privilege. Notwithstanding anything in this Section 8.2 to the contrary, no Party shall, without the written consent
of the other applicable party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment
unless the claimant or claimants and such party provide to such other party an unqualified release from all liability in respect
of the Third Party Claim. If the Notified Party makes any payment on any Third Party Claim, the Recipient Party shall be subrogated,
to the extent of such payment, to all rights and remedies of the Recipient Party to any insurance benefits or other claims of
the Recipient Party with respect to such Third Party Claim.


 






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(c)          After
any final decision, judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration
of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Recipient Party and the Notified
Party shall have arrived at a mutually binding agreement, in each case with respect to an Third Party Claim hereunder, if the
Notified Party has agreed to indemnify the Recipient Party in connection with the Third Party Claim in accordance with this Section
8.2, the Recipient Party shall forward to the Notified Party notice of any sums due and owing by the Notified Party pursuant
to this Agreement with respect to such matter and the Notified Party shall pay all of such remaining sums so due and owing to
the Recipient Party in accordance with the terms hereof by wire transfer of immediately available funds within five Business Days
after the date of such notice.


 


8.3          Limitations
for Breaches of Representations and Warranties.


 


(a)          A
party shall not have any liability for any Claim unless the aggregate amount of Losses incurred by it based upon, attributable
to or resulting from the failure of any of the representations or warranties to be true and correct exceeds $2.50 million (the
“Basket”) and, in such event, that party shall be liable for the entire amount of all such Losses; provided that the Basket limitation shall not apply to Losses related to the failure to be true and correct of any of the representations
and warranties set forth in Sections 3.1, 3.2 , 3.3, 3.4, 4.1, 4.2, 4.3 and 4.6 hereof.


 


(b)          The
aggregate liability of Olayan shall not exceed the Olayan Initial Cash Consideration and the aggregate liability of NESR shall
not exceed the NESR Liability Cap (each, being the “Purchaser’s Cap”) and the aggregate liability
of any Selling Stockholder in respect of all claims under this Agreement shall not exceed the aggregate of: (i) the Initial Cash
Consideration Amount received by it pursuant to the terms hereof; and (ii) the amount resulting from the product of: (A) the Consideration
Equity Stock received by it pursuant to the terms hereof; and (B) the lower of: (I) 10; and (II) the value of the Consideration
Equity Stock received by it pursuant to the terms hereof, such value to be determined on the date immediately prior to the date
that the relevant claim is determined in accordance with Section 9.5 or settled in full amongst the Parties thereto. To
clarify, Leakage that is not Permitted Leakage will not in any case increase the Purchaser’s Cap.


 






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(c)          For
the purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants
and agreements, and calculating Losses hereunder, any materiality qualifications in the representations, warranties, covenants
and agreements shall be disregarded.


 


(d)          No
party shall have any right of contribution or other recourse against the Company or the Subsidiaries or their respective directors,
officers, employees, agents, attorneys, representatives, assigns or successors for any Claim hereunder.


 


8.4          OFS
Investments Limited. Notwithstanding any other provision to the contrary contained herein, each of the Parties acknowledges
and agrees that the obligations and undertakings of OFS Investments Limited under this Agreement are solely the corporate or limited
liability obligations and undertakings of OFS Investments Limited, and that none of the parties hereto shall have any recourse
against any of the directors, officers, employees or corporate service provider of OFS Investments Limited in their capacities
as such (nor shall any of them be personally liable) for any claims, losses, damages, liabilities, indemnities, representations
or other obligations whatsoever under, or in connection with any of the transactions contemplated by, this Agreement. This Section
does not affect:


 


(a)          any
liability or obligation of OFS Investments Limited itself under this Agreement; or


 


(b)          any
liability of OFS Investments Limited’s directors, officers, employees or corporate service provider which may arise as a
result of their actual fraud or willful default. No person shall be found to have committed actual fraud or willful default under
this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.


 


Article
IX

MISCELLANEOUS


 


9.1          Expenses. Except
as otherwise provided in this Agreement, each of NESR and Olayan shall bear its own expenses incurred in connection with the negotiation
and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation
of the transactions contemplated hereby and thereby, it being understood that in no event shall the Company bear any of such costs
and expenses.


 


9.2          Transaction Expenses. The Company agrees
with the Selling Stockholders that it shall pay Transaction Expenses up to an amount equal to $5 million.


 






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9.3          Confidential
Information. Any restriction in this
Agreement on the disclosure of Confidential Information shall not apply if and to the extent that:


 


(a)          such
disclosure is required for the purpose of any judicial proceedings or by any regulatory authority, governmental body or reputable
securities exchange, provided that the other Parties to which the information relates shall have been, to the extent reasonably
practicable, consulted and reasonable attempts made to resist or limit such disclosure;


 


(b)          the
information is in the public domain, except as a result of any breach of any undertaking or duty of confidentiality by any Party
hereunder;


 


(c)          the
information is disclosed by a Selling Stockholder on a confidential basis to its Affiliates or to its or its Affiliates’
respective directors, officers, employees, advisors, auditors, bankers, investors or prospective investors for the legitimate
pursuit or conduct of their businesses or to limited partners of any funds managed and/or advised by that Selling Stockholder
or any of its affiliates; or


 


(d)          each
Party to which the information relates has given its prior written consent to the contents and manner of the disclosure.


 


9.4          No
Claim Against NESR Trust. The Selling Stockholders acknowledge that they have 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 the Equity 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 24 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. Without prejudice to any rights of
the Selling Stockholders arising in connection with this Agreement, each Selling Stockholder acknowledges that, pursuant to the
terms to which the NESR Trust is subject as of the date hereof, it does not now and does not at any time hereafter have (other
than upon NESR Closing) any right, title, interest or claim of any kind in or to any monies in the NESR Trust or distributions
therefrom. NESR hereby agrees and undertakes that it shall not disburse any monies from the NESR Trust in connection with any
transaction involving a merger, consolidation, business combination, purchase or disposition of the assets of any Person or any
capital stock or other ownership interests of any Person (except in connection with the transactions undertaken pursuant to the
terms hereof.


 






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9.5          Submission
to Jurisdiction; Consent to Service of Process; Arbitration.


 


(a)          Any
controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, any non-contractual
right or obligation arising in connection therewith or the existence, validity, interpretation or breach hereof and any claim
based on contract, tort of statute) (a “Dispute”) shall be referred to and finally resolved by a binding arbitration,
to be held in London, England pursuant to the rules (“Rules”) of the London Court of International Arbitration
(“LCIA”). The seat or legal place of arbitration shall be London, United Kingdom. The Rules are incorporated
by reference into this Section and capitalised terms used in this Section which are not otherwise defined in this Agreement have
the meaning given to them in the Rules. The arbitration shall be conducted in the English language. Each party shall bear its
own expenses incurred in connection with arbitration and the fees and expenses of the arbitrators shall be shared equally by the
parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the
parties that a tribunal of three arbitrators be constituted as expeditiously as possible following the submission of the dispute
to arbitration. The Purchaser party to the Dispute shall appoint one arbitrator, the Selling Stockholders that are party to the
Dispute shall appoint one arbitrator, and one arbitrator who shall serve as chairman shall be nominated by the agreement of the
arbitrators appointed by such Purchaser and Selling Stockholders. Failing such agreement within 15 days of the nomination of the
party-nominated arbitrators, the arbitrator shall be nominated by the LCIA. Once such tribunal is constituted and except as may
otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification
shown, the hearing for the dispute will be held within 60 days after submission of the dispute to arbitration. The arbitrator
shall render their final award within 60 days, subject to extension by the arbitrator upon substantial justification shown of
extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered
by the arbitrator. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any
such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award
in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. The parties
hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have
to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such
action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. The agreement to arbitrate and this Section shall be governed by English
law.


 


(b)          Each
of the Parties hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery
of a copy thereof in accordance with the provisions of Section 9.8.


 


9.6          Governing
Law. This Agreement (and any non-contractual rights and obligations arising in connection therewith) shall be governed
by and construed in accordance with English law.


 


9.7          Entire
Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto), the Selling Stockholder
Documents and the Purchaser Documents represent the entire understanding and agreement between the parties hereto with respect
to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement,
modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any
party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty,
covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No
failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not
exclusive of any other remedies provided by law.


 






     39


     


    

 


9.8          Notices. All
notices and other communications under this Agreement shall be in writing and shall be deemed given: (i) when delivered personally
by hand (with written confirmation of receipt); (ii) when sent by electronic mail (with written confirmation of transmission);
or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at
the following addresses and electronic mail addresses (or to such other address or facsimile number as a party may have specified
by notice given to the other party pursuant to this provision):


 


If
to any Selling Stockholder, to the addresses of record for each stockholder as listed in Part 2 of Exhibit A.


 


If
to Olayan, to:


 


P.O.
Box 8772, 


Riyadh,
11492, Saudi Arabia 


Attn:
Fadi Otaqui 


Email:
F.Otaqui@olayangroup.com


 


If
to NESR, to:


 


777
Post Oak Blvd., 7th Floor 


Houston,
Texas 77056, USA 


Attn:
Sherif Foda 


Email:
sfoda@NESRCo.com


 


With
a copy to:


 


Looper
Goodwine, P.C.


1300
Post Oak Blvd., Suite 2400


Houston,
Texas 77056


 


Attention:
Mr. Don Looper 


Email:
dlooper@loopergoodwine.com 


 






     40


     


    

 


9.9          Severability. If
any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy,
all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


9.10        Binding
Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights
in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights
or obligations hereunder may be made by either the Selling Stockholders or the Purchaser (by operation of law or otherwise) without
the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void,
provided that Olayan shall be entitled (without the consent of any other Party) to assign all (but not some) of its rights and
obligations hereunder to any Affiliate of Olayan that is wholly-owned directly and indirectly and legally and beneficially by
an entity or entities incorporated and resident in jurisdiction(s) forming part of the Gulf Co-operation Council.


 


9.11        Non-Recourse. No
past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative
of the Purchaser, the Company or the Selling Stockholders shall have any liability for any obligations or liabilities of any person
under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.


 


9.12         Counterparts.  This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same agreement.


 






     41


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first written above.


	 	 	 
	 	PURCHASER:
	 	 	 
	 	National
    Energy Services Reunited Corp.
	 	 
	 	By:	/s/
    Sherif Foda
	 	 	Name:
    Sherif Foda
	 	 	Title:
    CEO



 






     


     


    

 


	 	 	 
	 	PURCHASER:
	 	 	 
	 	Hana
    Investments Co. WLL
	 	 
	 	By:	/s/
    Ibrahim Aldokhi
	 	 	Name:
    Ibrahim Aldokhi
	 	 	Title:
    Authorized Legal Representative



 






     


     


    

 


	 	 	 
	 	COMPANY:
	 	 
	 	NPS
    Holdings Limited
	 	 
	 	By:	/s/
    Adnan Ghabris
	 	 	Name:
    Adnan Ghabris
	 	 	Title:
    CEO



 






     


     


    

 


	 	 	 
	 	SELLING
    STOCKHOLDER:
	 	 	 
	 	OFS
    Investments Limited
	 	 	 
	 	By:	/s/
    Zahid Kamal
	 	 	Name:
    Zahid Kamal
	 	 	Title:
    Director



 






     


     


    

 


	 	 	 
	 	SELLING
    STOCKHOLDER:
	 	 
	 	Arab
    Petroleum Investments Corporation
	 	 
	 	By:	/s/
    Ahmed A. Attiga
	 	 	Name:
    Ahmed A. Attiga
	 	 	Title:
    CEO and GM



 






     


     


    

 


	 	 	 
	 	SELLING
    STOCKHOLDER:
	 	 
	 	Al
    Nowais Investments LLC
	 	 
	 	By:	/s/
    Hussain Al Nowais
	 	 	Name:
    Hussain Al Nowais
	 	 	Title:
    Chairman



 






     


     


    

 


	 	 	 
	 	SELLING
    STOCKHOLDER:
	 	 
	 	Castle
    SPC Limited
	 	 
	 	By:	/s/
    Michael Raynes
	 	 	Name:
    Michael Raynes
	 	 	Title:
    Authorized Signatory



 






     


     


    

 


	 	 	 
	 	SELLING
    STOCKHOLDER:
	 	 	 
	 	Abdulaziz
    Aldelaimi
	 	 	 
	 	By:	/s/
    Abdulaziz Aldelaimi
	 	 	Name:
	 	 	Title:



 






     


     


    

 


	 	 	 
	 	SELLING
    STOCKHOLDER:
	 	 
	 	Fahad
    Abdulla Bindekhayel
	 	 
	 	By:	/s/
    Fahad Abdulla Bindekhayel
	 	 	Name:
	 	 	Title:


 






     


     


    

 


EXHIBIT
A


 


Part
1 – Consideration


 


	 	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 
	Selling

Stockholder	 	 	Company Shares	 	 	Olayan
Initial Cash Consideration Amount 
	 	 	NESR
Initial Cash Consideration Amount
	 	 	Base Receivable Amount	 	 	Consideration Equity Stock 	 	 	Cash

Earn-out	 
	Abdulaziz Aldelaimi	 	 	9,250,000	 	 	3,750,000	 	 	3,003,509	 	 	1,200,000	 	 	568,750	 	 	126,000	 
	Al Nowais Investments LLC	 	 	78,168,210	 	 	31,689,815	 	 	25,381,504	 	 	10,140,741	 	 	4,806,289	 	 	1,064,778	 
	Arab Petroleum Investments Corporation	 	 	107,745,370	 	 	43,680,555	 	 	135,043,586	 	 	13,977,778	 	 	Nil	 	 	2,935,333	 
	Castle SPC Limited	 	 	78,168,210	 	 	31,689,815	 	 	25,381,504	 	 	10,140,741	 	 	4,806,289	 	 	1,064,778	 
	Fahad Abdulla Bindekhayel	 	 	18,500,000	 	 	7,500,000	 	 	6,007,018	 	 	2,400,000	 	 	1,137,500	 	 	252,000	 
	OFS Investments Limited	 	 	78,168,210	 	 	31,689,815	 	 	97,973,819	 	 	10,140,740	 	 	Nil 	 	 	2,129,555	 
	Total	 	 	370,000,000	 	 	150,000,000	 	 	292,790,940	 	 	48,000,000	 	 	11,318,827	 	 	7,572,444	 



 






    EXHIBIT A
to
SPA for NPS Acquisition


     


    

 


Part
2 – Daily Amount


 


	SECTION a:
    Daily Ticker: Olayan Initial Cash Consideration Amount
	cOLUMN (1)	 	 	COLUMN (2)	 
	Daily
    Ticker Calculations	 	 	DAILY AMOUNT 	 
	SELLING
    STOCKHOLDER	 	 	JANUARY	 	 	FEBRUARY	 	 	MARCH	 	 	APRIL	 	 	MAY	 	 	JUNE	 
	Arab Petroleum
    Investments Corporation	 	 	$	21,989	 	 	$	21,972	 	 	$	21,989	 	 	$	21,983	 	 	$	21,989	 	 	$	21,983	 
	OFS Investments Limited	 	 	$	15,953	 	 	$	15,941	 	 	$	15,953	 	 	$	15,949	 	 	$	15,953	 	 	$	15,949	 
	Al Nowais Investments LLC	 	 	$	15,953	 	 	$	15,941	 	 	$	15,953	 	 	$	15,949	 	 	$	15,953	 	 	$	15,949	 
	Castle SPC Limited	 	 	$	15,953	 	 	$	15,941	 	 	$	15,953	 	 	$	15,949	 	 	$	15,953	 	 	$	15,949	 
	Fahad Abdulla Bindekhayel	 	 	$	3,775	 	 	$	3,773	 	 	$	3,775	 	 	$	3,775	 	 	$	3,775	 	 	$	3,775	 
	Abdulaziz Aldelaimi	 	 	$	1,888	 	 	$	1,886	 	 	$	1,888	 	 	$	1,887	 	 	$	1,888	 	 	$	1,887	 
	Total	 	 	$	75,510	 	 	$	75,453	 	 	$	75,510	 	 	$	75,491	 	 	$	75,510	 	 	$	75,491	 



  


	SECTION B:
    Daily Ticker: company receivables
	COLUMN (1)	 	 	COLUMN (2)	 
	Daily
    Ticker Calculations	 	 	DAILY AMOUNT 
	SELLING STOCKHOLDER	 	 	JANUARY	 	 	FEBRUARY	 	 	MARCH	 	 	APRIL	 	 	MAY	 	 	JUNE	 
	Arab Petroleum Investments Corporation	 	 	$	7,036	 	 	$	7,031	 	 	$	7,036	 	 	$	7,035	 	 	$	7,036	 	 	$	7,035	 
	OFS Investments Limited	 	 	$	5,105	 	 	$	5,101	 	 	$	5,105	 	 	$	5,104	 	 	$	5,105	 	 	$	5,104	 
	Al Nowais Investments LLC	 	 	$	5,105	 	 	$	5,101	 	 	$	5,105	 	 	$	5,104	 	 	$	5,105	 	 	$	5,104	 
	Castle SPC Limited	 	 	$	5,105	 	 	$	5,101	 	 	$	5,105	 	 	$	5,104	 	 	$	5,105	 	 	$	5,104	 
	Fahad Abdulla Bindekhayel	 	 	$	1,208	 	 	$	1,207	 	 	$	1,208	 	 	$	1,208	 	 	$	1,208	 	 	$	1,208	 
	Abdulaziz Aldelaimi	 	 	$	604	 	 	$	604	 	 	$	604	 	 	$	604	 	 	$	604	 	 	$	604	 
	Total	 	 	$	24,163	 	 	$	24,145	 	 	$	24,163	 	 	$	24,157	 	 	$	24,163	 	 	$	24,157	 



 






     


     


    

 


	SECTION C:
    Daily Ticker: NESR Initial Cash Consideration Amount
	COLUMN (1)	 	 	cOLUMN (2)	 
	Daily Ticker Calculations	 	 	DAILY AMOUNT	 
	Part 5 (c): Daily Ticker:
    NESR Initial Cash Consideration Amount
	SELLING STOCKHOLDER	 	 	JANUARY	 	 	FEBRUARY	 	 	MARCH	 	 	APRIL	 	 	MAY	 	 	JUNE	 
	Arab Petroleum Investments Corporation	 	 	$	67,981	 	 	$	67,930	 	 	$	67,981	 	 	$	67,964	 	 	$	67,981	 	 	$	67,964	 
	OFS Investments Limited	 	 	$	49,320	 	 	$	49,283	 	 	$	49,320	 	 	$	49,308	 	 	$	49,320	 	 	$	49,308	 
	Al Nowais Investments LLC	 	 	$	12,777	 	 	$	12,767	 	 	$	12,777	 	 	$	12,774	 	 	$	12,777	 	 	$	12,774	 
	Castle SPC Limited	 	 	$	12,777	 	 	$	12,767	 	 	$	12,777	 	 	$	12,774	 	 	$	12,777	 	 	$	12,774	 
	Fahad Abdulla Bindekhayel	 	 	$	3,024	 	 	$	3,022	 	 	$	3,024	 	 	$	3,023	 	 	$	3,024	 	 	$	3,023	 
	Abdulaziz Aldelaimi	 	 	$	1,512	 	 	$	1,511	 	 	$	1,512	 	 	$	1,512	 	 	$	1,512	 	 	$	1,512	 
	Total	 	 	$	147,391	 	 	$	147,280	 	 	$	147,391	 	 	$	147,354	 	 	$	147,391	 	 	$	147,354	 



 






     


     


    

 


Part
3 – Share Transfers


 


	 	 	 	 	 	 	1	 	 	2	 	 	3	 	 	4	 
	Selling Stockholder	 	 	Address	 	 	Company Shares	 	 	Olayan Company Shares	 	 	Company Shares held upon Olayan Closing	 	 	NESR Company Shares 	 
	Abdulaziz Aldelaimi	 	 	Barwa Commercial Avenue, Safwa Block, Building No. 28, 2nd Floor, Industrial Area Road, P.O. Box 586, Doha, Qatar	 	 	9,250,000	 	 	2,091,522	 	 	7,158,478	 	 	7,158,478	 
	Al Nowais Investments LLC	 	 	Al Nowais Building, PO Box 984, Abu Dhabi, United Arab Emirates	 	 	78,168,210	 	 	17,674,651	 	 	60,493,559	 	 	60,493,559	 
	Arab Petroleum Investments Corporation	 	 	Dammam Coastal Road, Al Rakkah, P.O. Box 9599, 31423 Dammam, Saudi Arabia	 	 	107,745,370	 	 	24,362,359	 	 	83,383,011	 	 	83,383,011	 
	Castle SPC Limited	 	 	Level 43, Tower 3, Etihad Towers, PO Box 28922, Abu Dhabi, United Arab Emirates	 	 	78,168,210	 	 	17,674,651	 	 	60,493,559	 	 	60,493,559	 
	Fahad Abdulla Bindekhayel	 	 	3761 Sabfa Ibn Saidah, An Nakhil, Riyadh 12393 6721, Kingdom of Saudi Arabia	 	 	18,500,000	 	 	4,183,044	 	 	14,316,956	 	 	14,316,956	 



 






     


     


    

 


	 	 	 	 	 	 	1	 	 	2	 	 	3	 	 	4	 
	Selling Stockholder	 	 	Address	 	 	Company Shares	 	 	Olayan Company Shares	 	 	Company Shares held upon Olayan Closing	 	 	NESR Company Shares 	 
	OFS Investments Limited	 	 	Office 616, Liberty House, Level 6, Dubai International Financial Centre Street, P.O.Box 506734, Dubai	 	 	78,168,210	 	 	17,674,651	 	 	60,493,559	 	 	60,493,559	 
	Total	 	 	 	 	 	370,000,000	 	 	83,660,878	 	 	370,000,000	 	 	370,000,000	 



 






     


     


    

 


EXHIBIT
B


 


EBITDA
CALCULATION AND GOVERNANCE


 


		1.	Earn-out



 


		1.1	The
                                         entitlement of the Earn-Out Equity Stock shall be determined in accordance with the provisions
                                         of this Exhibit.



 


		1.2	The
                                         2018 NESR EBITDA shall be calculated and, if applicable, adjusted in accordance with
                                         this Exhibit.



 


		1.3	Within
                                         15 Business Days after the determination of the 2018 NESR EBITDA (whether by agreement
                                         of the Selling Stockholders’ Representative and NESR or in accordance with this
                                         Exhibit) the First EBITDA Earn-Out Equity Stock and/or the Second EBITDA Earn-Out Equity
                                         Stock (as applicable) shall be issued to the Selling Stockholders in the Reinvestment
                                         Proportion.



 


		2.	Adjustments



 


		2.1	Without
                                         prejudice to paragraph 2.2, NESR undertakes to operate the business of the NESR Group
                                         commercially and in good faith until the Earn-Out Equity Stock (if any) is issued in
                                         full.



 


		2.2	If
                                         during the 2018 Financial Year, any fact, matter, event or circumstance occurs outside
                                         the Ordinary Course of Business which has an impact on the 2018 NESR EBITDA, then the
                                         2018 NESR EBITDA shall be adjusted to reflect what the entitlement of the Parties would
                                         have been if the fact, matter, event or circumstance had not occurred, provided that
                                         all revenues generated and cost synergies achieved by each member of the NESR Group (including
                                         by virtue of any asset (including shares) purchased by any member of the NESR Group during
                                         the 2018 Financial Year) shall be deemed to have been generated or achieved in the Ordinary
                                         Course of Business (and, therefore, no such revenues or reduction of costs shall be excluded
                                         from the calculation of the 2018 NESR EBITDA).



 


		3.	Earn-out
                                         Accounts and Adjudication of Earn-out Accounts



 


		3.1	Following
                                         the end of the 2018 Financial Year, NESR shall procure the preparation of draft Earn-out
                                         Accounts (the “Draft Earn-out Accounts”) and a draft Earn-out Statement
                                         (the “Draft Earn-out Statement”) and deliver them to the Selling Stockholders
                                         as soon as reasonably practicable and in any event within five Business Days following
                                         the finalisation of the audited accounts of NESR in respect of the 2018 Financial Year.
                                         Save in accordance with the provisions of paragraph 3.5, no amendment shall be made to
                                         the Draft Earn-out Accounts or the Draft Earn-out Statement after their delivery to the
                                         Selling Stockholders in accordance with this paragraph 3.1.



 






    EXHIBIT B
to
SPA for NPS Acquisition


     


    

 


		3.2	NESR
                                         shall procure that the Earn-out Accounts shall be prepared in accordance with:



 


		(A)	the
                                         accounting principles, practices and policies and the other requirements set out in this
                                         Exhibit;



 


		(B)	subject
                                         to paragraph 4.2(A) above, using the Accounting Policies; and



 


		(C)	subject
                                         to sub-paragraphs 4.2(A) and 4.2(B) above, IFRS in force as at 31 December 2016, without
                                         the early adoption of any standards.



 


		3.3	The
                                         Selling Stockholders’ Representative may dispute the Draft Earn-out Accounts and
                                         the Draft Earn-out Statement by notice in writing (the “Earn-out Notice”)
                                         delivered in accordance with this Agreement to NESR within 20 Business Days of receiving
                                         the Draft Earn-out Accounts and the Draft Earn-out Statement. The Earn-out Notice shall
                                         specify: (i) which items or amounts in the Draft Earn-out Accounts or the Draft Earn-out
                                         Statement are disputed (the “Disputed Earn-out Items”); (ii) the reasons
                                         therefor and; (iii) the monetary effect that the Selling Stockholders’ Representative
                                         believes each of the Disputed Earn-out Items has on the 2018 NESR EBITDA and the Earn-Out
                                         Equity Stock. Only those Disputed Earn-out Items specified in the Earn-out Notice shall
                                         be treated as being in dispute and no amendment may be made by either party, or any Earn-out
                                         Expert appointed pursuant to paragraph 3.5 below, to any items or amounts which are not
                                         Disputed Earn-out Items.



 


		3.4	If
                                         the Selling Stockholders’ Representative confirms by notice in writing to NESR
                                         his or her agreement with the Draft Earn-out Accounts and the Draft Earn-out Statement
                                         (either as presented to the Selling Stockholders or as modified in such manner as the
                                         Selling Stockholders’ Representative and NESR shall agree) or if the Selling Stockholders’
                                         Representative does not serve a Earn-out Notice in accordance with paragraph 3.3 above,
                                         the Draft Earn-out Accounts and Draft Earn-out Statement shall constitute the Earn-out
                                         Accounts and the Earn-out Statement for the relevant Financial Year and shall be final
                                         and binding on NESR and the Selling Stockholders.



 


		3.5	If
                                         the Selling Stockholders’ Representative does serve an Earn-out Notice in accordance
                                         with paragraph 3.3 above, then NESR and the Selling Stockholders’ Representative
                                         shall use their reasonable endeavours to resolve the Disputed Earn-out Items and either:



 


		(A)	if
                                         NESR and the Selling Stockholders’ Representative reach agreement on the Disputed
                                         Earn-out Items within 15 Business Days of the Earn-out Notice being served, the Draft
                                         Earn-out Accounts and the Draft Earn-out Statement shall be amended to reflect such agreement
                                         and shall then constitute the Earn-out Accounts and the Earn-out Statement; or



 


		(B)	if
                                         NESR and the Selling Stockholders do not reach agreement in accordance with sub-paragraph
                                         3.5(A) above, NESR or the Selling Stockholders’ Representative may refer the dispute
                                         to such Accountancy Firm as the President of the Institute of Chartered Accountants in
                                         England and Wales may, on the application of either NESR or the Selling Stockholders’
                                         Representative, nominate (the “Earn-out Expert”), on the basis that
                                         the Earn-out Expert is to make a decision on the dispute and notify NESR and the Selling
                                         Stockholders’ Representative of its decision within 30 Business Days of receiving
                                         the reference or such longer reasonable period as the Earn-out Expert may determine.



 






     


     


    

 


		(C)	In
                                         the event of the nomination of an Expert pursuant to sub-paragraph 3.5(B) above, NESR
                                         and the Selling Stockholders’ Representative agree:



 


		(i)	to
                                         co-operate with each other and to use reasonable endeavours to agree the terms of engagement
                                         with the Earn-out Expert; and



 


		(ii)	enter
                                         into any reasonable form of hold-harmless letter requested by such Expert,



 


and
if the terms of engagement of the Expert have not been settled within 15 Business Days of their nomination (or such longer period
as NESR and the Selling Stockholders’ Representative shall agree), then NESR or the Selling Stockholders’ Representative
may (acting reasonably) settle the terms of engagement with the Earn-out Expert and shall be entitled by notice in writing to
the Earn-out Expert and the other party to appoint that Earn-out Expert for the purposes of this Exhibit on the terms so settled
and notified to the other party.


 


		(D)	Each
                                         party shall bear its own costs with respect to the preparation, review and finalisation
                                         of the Earn-out Accounts. The costs of the Earn-out Expert (and any liability under the
                                         terms of engagement with the Expert) shall be borne in accordance with sub-paragraph
                                         3.5(C) above.



 


		3.6	In
                                         any reference to the Earn-out Expert in accordance with paragraph 3.5 above:



 


		(A)	the
                                         Earn out Expert shall act as an expert and not as an arbitrator and shall be directed
                                         to determine any dispute by reference to the accounting policies, principles, practices,
                                         bases and methodologies set out in this Exhibit;



 


		(B)	the
                                         decision of the Earn-out Expert shall, in the absence of fraud or manifest error, be
                                         final and binding on NESR and the Selling Stockholders and the Earn-out Accounts and
                                         the Earn-out Statement shall be the Draft Earn-out Accounts and Draft Earn-out Statement
                                         amended as necessary to reflect the decision of the Earn-out Expert and, as amended,
                                         signed by the Earn-out Expert;



 


		(C)	the
                                         costs of the Earn-out Expert shall initially be paid by the Selling Stockholders (on
                                         the one hand) and NESR (on the other hand) equally PROVIDED THAT such fees shall ultimately
                                         be borne by the Selling Stockholders (on the one hand) and NESR (on the other hand) in
                                         inverse proportion as they may prevail on matters resolved by the Earn-out Expert, which
                                         proportionate allocations shall also be determined by the Earn-out Expert at the time
                                         the determination of the Earn-out Expert is rendered on the merits of the relevant Disputed
                                         Earn-out Items. Except as provided in the preceding sentence, all other costs and expenses
                                         incurred by the parties in connection with resolving any dispute in connection with the
                                         matters set forth in this Exhibit shall be borne by the party incurring such cost or
                                         expense; and



 


		(D)	each
                                         of the Selling Stockholders and NESR shall respectively provide or procure the provision
                                         to the Earn-out Expert of all such information as the Earn-out Expert shall reasonably
                                         require including:



 


		(ii)	by
                                         their respective advisers, except any information subject to privilege; and



 


		(iii)	in
                                         the case of the NESR, all information in the possession or under the control of and personnel
                                         of the NESR Group.



 






     


     


    

 


		4.	Rights
                                         and restrictions during Earn-out Period



 


		4.1	Following
                                         NESR Closing and until the Earn-Out Equity Stock (if any) has been issued in full:



 


		(A)	the
                                         Selling Stockholders shall jointly be entitled:



 


		(I)	by
                                         giving written notice to NESR to appoint (and to remove and replace such appointee) and
                                         maintain either (at the option of the Selling Stockholders) one: (i) director (or equivalent
                                         officer); or (ii) board observer (which such observer shall, for the avoidance of doubt,
                                         have the right to attend all meetings of the board of directors (or equivalent body)
                                         of NESR), to the board of directors (or equivalent body) of the NESR (at NESR’s
                                         cost and expense), which to clarify shall constitute only one person on the board or
                                         as a board observer;



 


		(II)	to
                                         interview, on such terms as the Selling Stockholders and the individual concerned may
                                         reasonably agree, the chief executive officer and the chief financial officer of the
                                         NESR Group in relation to the publication of the quarterly results of the NESR Group;
                                         and



 


		(B)	such
                                         Selling Stockholders’ appointed representative on the board of directors (or equivalent
                                         body) of NESR shall be entitled to receive:



 


		(I)	all
                                         notices of meetings of the board of directors (or equivalent body) of the NESR; and



 


		(II)	to
                                         the extent not included in the materials provided pursuant to paragraph 4.1(B)(I) above,
                                         to the monthly management reports, chief executive officer commentary and budgets for
                                         the 2018 Financial Year in respect of the NESR Group;



 


and
NESR shall procure that the Selling Stockholders is able to exercise such rights.


 


		4.2	The
                                         Selling Stockholders shall procure that any person appointed in accordance with paragraph
                                         4.1 shall: (i) enter into such confidentiality obligations as may be reasonably requested
                                         by NESR; and (ii) use any information received by virtue of such appointment exclusively
                                         for the purposes of monitoring compliance by NESR with the provisions of this Exhibit.



 


		4.3	NESR
                                         shall procure that it shall provide to any person appointed as a director (or equivalent
                                         officer) pursuant to the terms of paragraph 4.1 directors’ and officers’
                                         insurance commensurate with the appointment and the size and nature of the business of
                                         the NESR Group.



 






     


     


    

 


SCHEDULE
6.14


 


RELATED
PARTY AGREEMENTS


 


Part
1


 


		1.	The
                                         Consortium Agreement, dated 22 April 2014, between certain of the Selling Stockholders
                                         and the Company.



 


		2.	Each
                                         of the following letters of undertaking (each an “NPS LTIP Letter of Undertaking”)
                                         entered into in relation to the NPS LTIP:



 


		(a)	the
                                         letter of undertaking from Al Nowais Investments LLC to the Company dated 25 July 2015;



 


		(b)	the
                                         letter of undertaking from Arab Petroleum Investments Corporation to the Company dated
                                         29 July 2015;



 


		(c)	the
                                         letter of undertaking from OFS Investments Limited to the Company dated 9 August 2015;



 


		(d)	the
                                         letter of undertaking from Waha Capital PJSC to the Company dated 28 July 2015;



 


		(e)	the
                                         letter of undertaking from Abdulaziz Aldelaimi to the Company dated in or around July
                                         2015; and



 


		(f)	the
                                         letter of undertaking from Fahad Abdulla Bindekhayel to the Company dated in or around
                                         July 2015.



 


		3.	The
                                         Tenancy Contract between Fajr Capital Limited and the Company relating to the lease by
                                         the Company of 265 sqft in Unit 306 at Gate Village 5, Dubai International Financial
                                         Centre, with such lease expiring on 30 April 2020.



 


Part
2


 


		1.	Each
                                         NPS LTIP Letter of Undertaking.