EXECUTION
VERSION


 


6
June 2018


 


NATIONAL
ENERGY SERVICES REUNITED CORP.


 


WAHA
CAPITAL PJSC


 





 



 


RELATIONSHIP
AGREEMENT


 





 



 





 




    	 



    	 



    

 


CONTENTS


 






	Clause	 	Page
	1.	Commencement and Duration 	 	2
	 	 	 	 
	2.	Governance 	 	2
	 	 	 	 
	3.	Lock Up 	 	4
	 	 	 	 
	4.	Electronic Stock 	 	4
	 	 	 	 
	5.	Confidentiality 	 	4
	 	 	 	 
	6.	Announcements 	 	5
	 	 	 	 
	7.	Notices 	 	6
	 	 	 	 
	8.	Costs and Interest 	 	6
	 	 	 	 
	9.	Whole Agreement 	 	7
	 	 	 	 
	10.	Assignment 	 	7
	 	 	 	 
	11.	Variations 	 	7
	 	 	 	 
	12.	Invalid Terms 	 	7
	 	 	 	 
	13.	Enforceability, Rights and Remedies 	 	8
	 	 	 	 
	14.	Counterparts 	 	8
	 	 	 	 
	15.	Governing Law 	 	8
	 	 	 	 
	16.	LCIA Arbitration 	 	8
	 	 	 	 
	Schedule 1 Definitions and Interpretation
    	 	9




 







    	 



    	 



    

 


AGREEMENT


 


dated
6 June 2018


 


PARTIES:


 


	(1)	NATIONAL
    ENERGY SERVICES REUNITED CORPORATION, a corporation existing under the laws of the British Virgin Islands with its registered
    address at 777 Post Oak Blvd., 7th Floor, Houston, Texas 77056, USA (the Company); and
	 	 
	(2)	WAHA
    CAPITAL PJSC, a joint stock company organized and existing under the laws of the United Arab Emirates with commercial
    registration number 1002103 whose registered office is at Level 43, Tower 3, Etihad Towers, PO Box 28922, Abu Dhabi, United
    Arab Emirates (Waha).


 


Words
and expressions used in this agreement (the Agreement) shall be interpreted in accordance with Schedule 1 (Definitions
and Interpretation).


 


WHEREAS:


 


	(A)	The
    Company has entered into a stock purchase agreement (the SPA) dated as of November 12, 2017 with (amongst others)
    Waha pursuant to which Waha will sell, and the Company will purchase, such ordinary shares of $1 each of NPS Holdings Limited
    as are set forth against Waha’s name in Exhibit A of the SPA (Waha’s Company Shares).
	 	 
	(B)	In
    consideration for the purchase of Waha’s Company Shares, the Company shall pay certain cash consideration and issue
    to the Reinvesting Stockholder common stock of the Company in the amounts set forth against the Reinvesting Stockholder’s
    names in Exhibit A of the SPA, on the terms and subject to the conditions set out in the SPA.
	 	 
	(C)	The
    Company and Waha are entering into this Agreement in order to set out certain rights that Waha will be entitled as a member
    of the Company.


 


IT
IS AGREED:


 


1.
Commencement and Duration


 


1.1
This clause 1 and clauses 5 (Confidentiality), 6 (Announcements), 7 (Notices), 8 (Costs and Interest),
9 (Whole Agreement), 10 (Assignment), 11 (Variations), 12 (Invalid Terms), 13 (Enforceability,
Rights and Remedies), 15 (Governing Law), 16 (LCIA Arbitration) (and the Schedules referred to in those clauses)
and Schedule 1 (Definitions and Interpretation) shall take effect from and including the date of this Agreement.


 


1.2
All clauses and schedules of this Agreement, other than those referred to in clause 1.1, shall take effect immediately upon NESR
Closing.


 


1.3
Once in force, the provisions of this Agreement shall continue in force and to bind the parties to it from time to time until
this Agreement is terminated.


 


2.
Governance


 


2.1
Immediately upon NESR Closing and for so long as Waha and/or its Affiliates hold 50% of the Consideration Equity Stock set out
against the name of Castle SPC Limited in column (5), Part 1, Exhibit A of the Sale and Purchase Agreement, Waha shall have the
right to nominate 1 (one) person as a Director (such Director, being the Waha Nominee), and to propose to remove
any such Waha Nominee and nominate another person in his place. The first Waha Nominee shall be Salem Al Noaimi.


 




    	-2- 



    	 



    

 


2.2
In addition, immediately upon NESR Closing and for so long as Waha and/or its Affiliates hold 50% of the Consideration Equity
Stock set out against the name of Castle SPC Limited in column (5), Part 1, Exhibit A of the Sale and Purchase Agreement, the
Company shall invite a representative of Waha (the Waha Observer), as designated by Waha in its own discretion,
to attend all meetings of the Board in a non-voting observer capacity and, in this respect, shall give such Waha Observer copies
of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner
as provided to such directors.


 


2.3
The Company shall procure that the appointment of the Waha Nominee to the Board is proposed to and recommended for approval by
the Company’s shareholders at the 2018 annual general meeting of the Company (the 2018 AGM) or at any other
general meeting of the Company held before the 2018 AGM and the Company shall procure that the appointment of the Waha Nominee
to the Board is proposed to and recommended for approval by the Company’s shareholders at such subsequent annual general
meeting of the Company as would ensure the appointment or re-appointment of the Waha Nominee nominated by Waha pursuant to the
terms hereof.


 


2.4
If the Waha Nominee is not elected at the applicable annual general meeting of the Company referred to in clause 2.3 above, Waha
may propose a replacement Waha Nominee for appointment to the Board. The Company shall propose and recommend the appointment of
such replacement Waha Nominee at the next shareholders meeting of the Company. The process set out in this clause 2.4 shall be
repeated until the replacement Waha Nominee proposed by Waha is appointed to the Board.


 


2.5
In addition, if Waha wishes to remove the Waha Nominee and nominate another person in his/her place pursuant to clause 2.1, the
Company shall, subject to Law, appoint such replacement Waha Nominee to the Board as soon as possible and in any event shall propose
and recommend the appointment of such replacement at the next annual general meeting of the Company following any such nomination.


 


2.6
During any period between NESR Closing and the appointment of the Waha Nominee to the Board, the Waha Nominee and the Waha Observer
shall be entitled to attend meetings of the Board in the capacity of observers with the right to speak and participate in discussions
of the Board, but without any voting rights, and the Company shall provide the Waha Nominee and the Waha Observer with written
notice of all Board Meetings and all Board papers on the same basis as notices and Board papers are provided to the directors
of the Company.


 


2.7
Waha acknowledges that the Company will require:


 


	(a)	the
    Waha Nominee appointed to the Board and any committee of the Board, to accept in writing, on substantially the same terms
    as accepted in writing by the other non-executive directors of the Company to be bound by and duly comply with applicable
    law and the Articles;
	 	 
	(b)	the
    Waha Nominee appointed to the Board to accept in writing, on substantially the same terms as accepted in writing by the other
    non-executive members of the Board or such committees, to keep confidential all information regarding the Group of which they
    become aware in their respective capacities; and


 




    	 



    	 



    

 


	(c)	any
    Waha Nominee or Waha Observer that acts as an observer, to accept in writing, to keep confidential all information regarding
    the Group of which they become aware in their respective capacities.


 


2.8
If a Waha Nominee dies, resigns, retires or is incapacitated and is removed as a Director, Waha may appoint another Director in
accordance with this clause 2.


 


2.9
The Waha Nominee may be appointed to committees of the Company as such Nominee may qualify, subject to Board approval.


 


2.10
The Company shall purchase and maintain with a reputable insurer, insurance effective from and including the NESR Closing Date,
for or for the benefit of any person who is or was at any time a Director or director or officer of any member of the Company
Group, including insurance against, subject to Law, any liability incurred by or attaching to him in respect of any act or omission
in the actual or purported exercise of his powers, in each case from and including the NESR Closing Date (or, if later, the date
of appointment of such Director or director or officer of any member of the Company Group), and otherwise in relation to his duties,
powers or offices in relation to any member of the Company Group (and all costs, charges, losses, expenses and liabilities incurred
by him in relation thereto).


 


3.
Lock Up


 


Waha
agrees with the Company that from the date of NESR Closing until the date that is 6 months thereafter, Waha shall not, and will
cause its Affiliates to which Waha transfers any Consideration Equity Stock not to, directly or indirectly (i) offer, sell, issue,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any Consideration Equity Stock; (ii) offer, sell, issue,
contract to sell or grant any option, right or warrant to purchase the Consideration Equity Stock or securities convertible into
or exchangeable for Consideration Equity Stock; or (iii) enter into a transaction which would have the same effect, or enter into
any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Consideration
Equity Stock or securities convertible into or exchangeable for any Consideration Equity, whether any such aforementioned transaction
is to be settled by delivery of Consideration Equity Stock or such other securities, in cash or otherwise. The provisions of this
clause 3 shall not prevent Waha granting security in respect of any Consideration Equity Stock to any provider of finance to Waha
or any Affiliate of Waha, provided Waha shall remain entitled to vote in respect of the Consideration Equity Stock upon the grant
of such security.


 


4.
Electronic Stock


 


4.1
The Company shall ensure that all Consideration Equity Stock (or other Equity Stock) issued to Waha shall at all times be issued
in electronic form.


 


5.
Confidentiality


 


5.1
Each of Waha and the Company shall keep confidential any information which relates to the contents of, and negotiations leading
to, this Agreement (or any agreement or arrangement entered into pursuant to this Agreement) (all such information being Confidential
Information).


 


5.2
The obligations under clause 6.1 do not apply to:


 


	(a)	any
    disclosure of information which is expressly consented to in writing by each of the parties prior to such disclosure being
    made (or, if the information only relates to one party, which is expressly consented to in writing by such party);


 




    	 



    	 



    

 


	(b)	disclosure
    (subject to clause 5.3) in confidence by Waha or the Company to their Affiliates or to Waha’s, Company’s and their
    Affiliates’ directors, officers, employees, agents and advisers (together the Representatives and each
    a Representative);
	 	 
	(c)	disclosure
    of information to the extent required by Law or by any stock exchange or Governmental Authority, or to the extent reasonably
    required for the purpose of managing the tax affairs of Waha (or any of its Affiliates) or any member of the Company Group.
	 	 
	(d)	disclosure
    of information on a confidential basis to a bank or financial adviser of Waha or after the Lock-In Period one or more bona
    fide potential purchasers of Shareholder Instruments or any securities in Waha or in any of its Affiliates;
	 	 
	(e)	disclosure
    of information which was lawfully in the possession of Waha or any of its Representatives or the Company or its Representatives
    (as applicable) without any obligation of secrecy prior to it being received or held;
	 	 
	(f)	disclosure
    of any information which has previously become publicly available other than through Waha’s or the Company’s fault
    (or that of its Representatives) (as applicable);
	 	 
	(g)	disclosure
    required for the purposes of any arbitral or judicial proceedings arising out of this Agreement;
	 	 
	(h)	disclosure
    is required pursuant to the terms of this Agreement; or
	 	 
	(i)	any
    announcement made in accordance with clause 6.


 


5.3
Each of the Company and Waha shall inform any Representatives to whom it provides Confidential Information that such information
is confidential and shall instruct each such Representative:


 


	(a)	to
    keep it confidential;
	 	 
	(b)	not
    to use it for its own business purposes; and
	 	 
	(c)	not
    to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with this
    Agreement).


 


5.4
The disclosing party shall be responsible for any breach of this clause 5 by a Representative to whom it provides any Confidential
Information as if the disclosing party were the party that had breached this clause 5.


 


6.
Announcements


 


6.1
Subject to clause 6.2, unless otherwise agreed in writing, no party (nor any of its Connected Persons) shall make any announcement
or issue any communication in connection with the existence or subject matter of this Agreement.


 




    	 



    	 



    

 





6.2 The restriction in clause
6.1 shall not apply to the extent that the announcement or communication is required by Law, by any stock exchange or by any Governmental
Authority. The Parties agree that this Agreement shall be disclosed in and attached with the Proxy Statement. In this case, the
party making the announcement or issuing the communication shall, as far as reasonably practicable:







 


	(a)	use
    reasonable endeavours to consult with the other parties in advance as to what form it takes, what it contains and when it
    is issued;
	 	 
	(b)	take
    into account the relevant parties’ reasonable requirements; and
	 	 
	(c)	announce
    and/or disclose (as applicable) only the minimum amount of Confidential Information that is required to be announced and/or
    disclosed (as applicable) and use reasonable endeavours to assist the relevant parties in respect of any reasonable action
    that they may take to resist or limit such announcement and/or the issuance of such circular (as applicable), acknowledging
    that a copy of the Agreement will be submitted with the Proxy Statement.


 


7.
Notices


 


7.1
Any notice to be given by one party to another party in connection with this Agreement shall be in writing in English and signed
by or on behalf of the party giving it. It shall be delivered by hand, email or courier using an internationally recognised courier
company.


 


7.2
A notice shall be effective upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by
hand or courier or (ii) at the time of transmission if delivered by email. Where delivery occurs outside Working Hours, notice
shall be deemed to have been received at the start of Working Hours on the next following Business Day.


 


7.3
The addresses and email addresses of the parties for the purpose of clause 7.1 are:


 


	Company

        For
        the attention of: Sherif Foda
	 	Address: 777 Post Oak Blvd

                                                                                Suite 730, Houston, Texas 77056, USA
	 	Email:
    sfoda@nesrco.com
	 	 	 	 	 
	Waha

        For
        the attention of:

         

        General
        Counsel
	 	Address: Waha Capital PJSC

                                                                           Etihad Towers Floors 42 & 43,

                                                                           Corniche Street Abu Dhabi
	 	Email:
    legal.notices@wahacapital.ae



 


7.4
This clause 7 does not apply to the formal service of any court / arbitration proceedings.


 


8.
Costs and Interest


 


8.1
Each of the parties shall be responsible for its own costs, charges and expenses (including taxation) incurred in connection with
negotiating, preparing and implementing this Agreement and the transactions contemplated by it.


 




    	 



    	 



    

 





9. Whole
Agreement


 


9.1 This Agreement sets out
the whole agreement between the parties in respect of the subject matter of this Agreement and supersedes any previous draft, agreement,
arrangement or understanding between them, whether in writing or not, relating to it. In particular it is agreed that:




 


	(a)	no
    party has relied on or shall have any claim or remedy arising under or in connection with any statement, representation, warranty
    or undertaking, made by or on behalf of any other party (or any of its Connected Persons) in relation to the subject matter
    of this Agreement that is not expressly set out in this Agreement;
	 	 
	(b)	any
    terms or conditions implied by Law in any jurisdiction in relation to the subject matter of this Agreement are excluded to
    the fullest extent permitted by Law or, if incapable of exclusion, any rights or remedies in relation to them are irrevocably
    waived;
	 	 
	(c)	the
    only right or remedy of a party in relation to any provision of this Agreement shall be for breach of this Agreement; and
	 	 
	(d)	except
    for any liability in respect of a breach of this Agreement , no party (nor any of its Connected Persons) shall owe any duty
    of care or have any liability in tort or otherwise to any other party (or its respective Connected Persons) in relation to
    the subject matter of this Agreement.


 


9.2
Nothing in clause 9.1 shall limit any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.


 


9.3
Each party agrees to the terms of this clause 9 on its own behalf and as agent for each of its Connected Persons.


 


10.
Assignment


 


No
party may assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement nor grant, declare,
create or dispose of any right or interest in it, in whole or in part. Any purported assignment in contravention of this clause
10 shall be void.


 


11.
Variations


 


11.1
No variation of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all the parties to
it.


 


11.2
If this Agreement is varied:


 


	(a)	the
    variation shall not constitute a general waiver of any provisions of this Agreement;
	 	 
	(b)	the
    variation shall not affect any rights, obligations or liabilities under this Agreement that have already accrued up to the
    date of variation; and
	 	 
	(c)	the
    rights and obligations of the parties under this Agreement shall remain in full force and effect, except as, and only to the
    extent that, they are so varied.


 


12.
Invalid Terms


 


12.1
Each of the provisions of this Agreement is severable.


 


12.2
If and to the extent that any provision of this Agreement:


 


	(a)	is
    held to be, or becomes, invalid or unenforceable under the Law of any jurisdiction; but


 




    	 



    	 



    

 


	(b)	would
    be valid, binding and enforceable if some part of the provision were deleted or amended,


 


12.3
then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable. All other provisions
of this Agreement shall remain in force.


 


12.4
The parties shall negotiate in good faith to amend or replace any invalid, void or unenforceable provision with a valid, binding
and enforceable substitute provision or provisions, so that, after the amendment or replacement, the commercial effect of the
Agreement is as close as possible to the effect it would have had if the relevant provision had not been invalid, void or unenforceable.


 


13.
Enforceability, Rights and Remedies


 


13.1
Any waiver of, or election whether or not to enforce, any right or remedy provided under or pursuant to this Agreement or by Law
must be in writing , and no waiver or election shall be inferred from a party’s conduct. Any such waiver shall not be, or
be deemed to be, a waiver of any subsequent breach or default.


 


13.2
Except as expressly provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to
this Agreement or by Law shall impair such right or remedy or operate or be construed as a waiver or variation of it or be treated
as an election not to exercise such right or remedy or preclude its exercise at any subsequent time. No single or partial exercise
of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.


 


13.3
A party that waives a right or remedy provided under this Agreement or by Law in relation to one party, or takes or fails to take
any action against that party, does not affect its rights in relation to any other party.


 


13.4
The rights and remedies of each of the parties under or pursuant to this Agreement are cumulative, may be exercised as often as
such party considers appropriate and are in addition to its rights and remedies under Law.


 


14.
Counterparts


 


This
Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original,
but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail
attachment shall be an effective mode of delivery.


 


15.
Governing Law


 


This
Agreement and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and interpreted
in accordance with, the laws of the state of New York.


 


16.
LCIA Arbitration


 


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 sixty (60) days after submission of the dispute to arbitration. The arbitrator shall render their final award within
sixty (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.


 




    	 



    	 



    

 


Schedule
1


 


Definitions
and Interpretation


 


1.
Definitions. In this Agreement, the following words and expressions shall have the following meaning:


 


Affiliate
means, in relation to any person or Undertaking (the relevant person):


 


	 	(a)	any
    person Controlled by the relevant person (whether directly or indirectly);
	 	 	 
	 	(b)	any
    person Controlling (directly or indirectly) the relevant person;
	 	 	 
	 	(c)	any
    person Controlled (whether directly or indirectly) by any person Controlling the relevant person,


 


but
in respect of Waha and/or its other Affiliates, shall exclude the members of the Company Group;


 


Articles
means the Company articles of association, as amended from time to time;


 


Board
means the board of directors of the Company;


 


Board
Meeting means a meeting of the Board duly convened in accordance with the Articles;


 


Business
Day means 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
Group means the Company and all entities Controlled by the Company from time to time;


 


Confidential
Information has the meaning given in clause 5.1;


 


Consideration
Equity Stock has the meaning given in the SPA;


 


Connected
Persons means, in relation to a party, any Affiliate of that party and any officer, employee, agent, adviser or representative
of that party or any of its Affiliates, in each case, from time to time;


 


Control
means, in relation to any Undertaking (being the Controlled Person), being:


 


	 	(a)	entitled
    to exercise, or control the exercise of (directly or indirectly) more than 50 per cent. of the voting power at any general
    meeting of the shareholders, members or partners or other equity holders (and including, in the case of a limited partnership,
    of the limited partners of) (or in the case of a trust, of the beneficiaries thereof) in respect of all or substantially all
    matters falling to be decided by resolution or meeting of such persons; or
	 	 	 
	 	(b)	entitled
    to appoint or remove or control the appointment or removal of:


 




    	 



    	 



    

 


	 	(i)	directors
    on the Controlled Person’s board of directors or its other governing body (or, in the case of a limited partnership,
    of the board or other governing body of its general partner) who are able (in the aggregate) to exercise more than 50 per
    cent. of the voting power at meetings of that board or governing body in respect of all or substantially all matters; and/or
	 	 	 
	 	(ii)	any
    managing member of such Controlled Person;
	 	 	 
	 	(iii)	in
    the case of a limited partnership its general partner; or
	 	 	 
	 	(iv)	in
    the case of a trust, its trustee and/or manager; or


 


	 	(c)	entitled
    to exercise a dominant influence over the Controlled Person (otherwise than solely as a fiduciary) by virtue of the provisions
    contained in its constitutional documents or, in the case of a trust, trust deed or pursuant to an agreement with other shareholders,
    partners, members or beneficiaries of the Controlled Person,


 


and
Controller, Controlled, and Controlling shall be construed accordingly;


 


Directors
means the directors of the Company from time to time;


 


Dispute
has the meaning given in clause 16;


 


Equity
Stock means common stock of the Company;


 


Law
means any applicable statute, law, rule, regulation, guideline, ordinance, code, policy or rule of common law issued,
administered or enforced by any Governmental Authority, or any judicial or administrative interpretation thereof including the
rules of any stock exchange;


 


LCIA
has the meaning given in clause 16;


 


NESR
Closing has the meaning given to such term in the Sale and Purchase Agreement;


 


NESR
Closing Date has the meaning given in the Sale and Purchase Agreement;


 


Parties
means the parties to this Agreement from time to time (including any person who at the relevant time is a party to, or
has agreed (by executing a Deed of Adherence) to be bound by, this Agreement);


 


Proxy
Statement means the submission by Company to the Securities and Exchange Commission to request approval by the shareholders
of the Company to approve the transaction contemplated by the Sale and Purchase Agreement.


 


relevant
person has the meaning given in the definition of Affiliate;


 


Representative
has the meaning given in clause 5.2(b);


 


Rules
has the meaning given in clause 16;


 


Sale
and Purchase Agreement means the stock purchase agreement dated on or about November 12, 2017, between the Company, Hana
Investments WLL, NPS Holdings Limited and “the Selling Stockholders”;


 


Shareholder
Instrument means:


 


	 	(a)	any
    Stock (including Equity Stock);


 




    	 



    	 



    

 


	 	(b)	any
    shares in the capital of any of the subsidiaries of the Company;
	 	 	 
	 	(c)	any
    instrument, document or security granting a right of subscription for, or conversion into Shares or shares in the capital
    of any of the subsidiaries of the Company; and
	 	 	 
	 	(d)	loan
    stock or any other instrument or security evidencing indebtedness issued by any member of the Company Group (excluding any
    third party debt financings);


 


Stock
means stock in the capital of the Company, from time to time;


 


tax
includes (a) taxes on gross or net income, profits and gains, and (b) all other taxes, levies, duties, imposts, charges
and withholdings or any nature, including any excise, property, value added, sales, use, stamp, occupation, transfer, franchise
or payroll taxes (including national insurance or social security contributions), and any payment whatsoever which the relevant
person may be or become bound to make to any person as a result of the discharge by that person of any tax which the relevant
person has failed to discharge, together with all penalties, charges, fees and interest relating to any of the foregoing or to
any late or incorrect return in respect of any of them, and regardless of whether such taxes, levies, duties, imposts, charges,
withholdings, penalties and interest are chargeable directly or primarily against or attributable directly or primarily to the
relevant person or any other person and of whether any amount in respect of them is recoverable from any other person;


 


Undertaking
means a body corporate or partnership or unincorporated association or trust carrying on trade or business with or without
a view to profit. In relation to an undertaking which is not a company, expressions in this Agreement appropriate to companies
are to be construed as references to the corresponding persons, officers, documents or agents (as the case may be) appropriate
to undertakings of that description;


 


Waha’s
Company Shares has the meaning given in the Preamble;


 


Waha
Nominee has the meaning given in clause 2.1; and


 


Waha
Observer has the meaning given in clause 2.2.


 


	1.	Interpretation.
    In this Agreement, unless the context otherwise requires:
	 	 
	(a)	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;
	 	 
	(b)	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;
	 	 
	(c)	references
    to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or
    any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it
    has separate legal personality);
	 	 
	(d)	except
    as otherwise expressly provided in this Agreement, any reference to an enactment (which includes any legislation in any jurisdiction)
    includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment whenever
    made; (ii) any enactment that that enactment re-enacts (with or without modification); and (iii) any subordinate legislation
    (including regulations) whenever made under that enactment, as amended, consolidated or re-enacted as described at (i) or
    (ii), except to the extent that any of the matters referred to in (i) to (iii) occurs on or after the date of this Agreement
    and increases or alters the liability of a party under this Agreement;


 




    	 



    	 



    

 


	(e)	references
    to US$ are references to the lawful currency from time to time of the United States of America;
	 	 
	(f)	any
    phrase introduced by the terms including, include, in particular or any similar
    expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
	 	 
	(g)	if
    there is any inconsistency between any definition set out in this Schedule and a definition set out in any clause or any other
    Schedule, then, for the purposes of construing that clause or Schedule, the definition set out in that clause or Schedule
    shall prevail.


 


2.
Where any obligation in this Agreement is expressed to be undertaken or assumed by any party, that obligation is to be construed
as requiring the party concerned to exercise all rights and powers of control over the affairs of any other person which it is
able to exercise (whether directly or indirectly) in order to secure performance of the obligation.


 




    	 



    	 



    

 


SIGNATURE
PAGE TO THE RELATIONSHIP AGREEMENT


 


IN
WITNESS WHEREOF this Agreement has been duly executed as a DEED on the date inserted on page 1 of this Agreement:


 


	EXECUTED
    and DELIVERED	)	 
	as
    a DEED by 	)	 
	NATIONAL
    ENERGY SERVICES 	)	 
	REUNITED
    CORP.	)	 
	acting
    by two directors/a director and 	)	 
	the
    secretary/a director in the presence 	)	 
	of
    a witness	)	 


 


	/s/Sherif
    Foda	 	 
	Name:
    Sherif Foda	 	 
	Title:
    CEO	 	 


 


and


 


	/s/Tom
    Wood	 	 
	Name:
    Tom Wood	 	 
	Title:
    CFO	 	 


 


or


 


Witness:


 


	 	 	 
	Name:	 	 
	Occupation:	 	 
	Address:	 	 


 




    	 



    	 



    

 


SIGNATURE
PAGE TO THE RELATIONSHIP AGREEMENT


 


IN
WITNESS WHEREOF this Agreement has been duly executed as a DEED on the date inserted on page 1 of this Agreement:


 


	EXECUTED
    and DELIVERED	)	 
	as
    a DEED by 	)	 
	WAHA
    CAPITAL PJSC	)	 
	acting
    by two directors/a director and 	)	 
	the
    secretary/a director in the presence 	)	 
	of
    a witness	)	 


 


	/s/Michael
    Raynes	 	 
	Name:
    Michael Raynes	 	 
	Title: Chief
    Executive Officer	 	 


 


and


 


	 	 	 
	Name:	 	 
	Title:	 	 


 


or


 


Witness:


 


	 	 	 
	Name:	 	 
	Occupation:	 	 
	Address: