LOCK-UP
AGREEMENT


 


This
Lock-Up Agreement (this “Agreement’)
is dated as of June 6, 2018, by and between National Energy Services Reunited Corp.,
a corporation existing under the laws of the British Virgin Islands (“NESR”) and SV3 Holdings PTE LTD, a company
incorporated in Singapore (“SV3”).


 


RECITALS


 


WHEREAS,
NESR and SV3 entered into that Contribution Agreement
on or about November 12, 2017 (“Contribution Agreement”), pursuant
to which SV3 would exchange shares it held in Gulf Energy S.A.O.C. for shares in NESR at the time of the consummation of NESR’s
initial business combination (“NESR Closing”). 


 


WHEREAS,
NESR and SV3 wish to enter into this Agreement, upon shareholder approval of the acquisition of Gulf Energy Services, S.A.O.C.,
to impose certain restrictions on the transferability of shares and other interests in NESR acquired by SV3 pursuant to the Contribution
Agreement.


 


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


 


AGREEMENT


 


1. Shares
Subject to Lock Up. This Agreement shall apply to all 6,825,000 shares of NESR acquired by SV3 under the Contribution Agreement
and any other shares of NESR held by SV3 or any of its subsidiaries or affiliates at any time prior to the expiration of the Lock-Up
Period (including those held as a result of, or issuable upon, the conversion or exercise of options, warrants and other securities
convertible into, or exchangeable or exercisable for at any time or upon the occurrence of any event or contingency and without
regard to any vesting or other conditions to which such securities may be subject), or depositary receipts or depositary shares
representing or evidencing, shares (including, without limitation, any note or debt security convertible into or exchangeable for
shares), whether now owned or acquired by SV3 at a later time prior to the expiration of the Lock-Up Period (collectively, the
“Shares”).


 


2. Lock
Up Terms. SV3 and NESR affirm that the Shares are subject to the following restrictions
(“Restrictions”):


 


The Shares will not be transferred,
assigned or sold until the earlier of one year after the NESR Closing and the date on which the closing price of NESR’s ordinary
shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30- trading day period commencing 150 days after the NESR Closing (the
“Lock Up Period”). Notwithstanding the foregoing, these transfer restrictions will be removed earlier
if, after the NESR Closing, NESR consummates a (i) liquidation, merger, stock exchange or other similar transaction which results
in all of NESR shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) consolidation,
merger or other change in the majority of NESR’s management team.


 


3. Permitted Transfers
During the Lock-Up Period.During the above-referenced Lock Up Period, SV3 will not be able to sell or transfer the
Shares except, as applicable: (a) to other holders of NESR shares as of the NESR Closing or to NESR’s officers, directors
and employees or to its own officers, directors, members, employees and affiliates, (b) to relatives and trusts for estate planning
purposes, (c) by virtue of the laws of descent and distribution upon death, (d) pursuant to a qualified domestic relations order,
(e) by certain pledges to secure obligations incurred in connection with purchases of NESR securities, (f) by private sales made
at or prior to the consummation of the NESR Closing at prices no greater than the price at which the shares were originally purchased
or (g) to NESR for no value for cancellation in connection with the NESR Closing, in each case (except for clause (g)) where the
transferee agrees to the Restrictions including that the transferees will not be entitled to redeem such shares in connection with
the NESR Closing or in connection with a liquidation, but will retain all other rights as NESR shareholders, including, without
limitation, the right to vote their ordinary shares and the right to receive cash dividends, if declared. If dividends are declared
and payable in ordinary shares, such dividends will also be subject to the Restrictions.


 


4. Miscellaneous.
This Agreement will be governed by and construed in accordance with the laws
of the State of Texas and any dispute arising under this Agreement shall be adjudicated in the State and/or Federal courts of the
State of Texas. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the
legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or
contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be changed by mutual written
agreement of the parties hereto. This Agreement may be signed in one or more counterparts, each of which shall constitute an original
and all of which together shall constitute one and the same agreement.


 




    	 



    	 



    

 


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


 


	 	COMPANY:
	 	National Energy Services Reunited Corporation
	 	 	 
	 	By	/s/Sherif
    Foda
	 	Name:	Sherif
Foda
	 	Title:	Director
	 	 	 
	 	SV3:
	 	SV3
    Holdings PTE LTD
	 	 
	 	By	/s/Andrew
    Waite
	 	Name:	Andrew
    Waite
	 	Title:	Director