EXECUTION
VERSION


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT
is entered into on June
5, 2018 by and between National Energy
Services Reunited Corp., a British Virgin Islands
company (the “Company”), and Hana Investments Co.
WLL, formed under the laws
of Bahrain (“Olayan”) (each of Olayan
and the Company to be referenced hereinafter as a “Party”
or collectively as “Parties”).


 


WHEREAS,
the Company, Olayan,
NPS Holdings Limited (“NPS”) and OFS Investments
Limited, Arab Petroleum Investments Corporation, Castle SPC Limited, Al Nowais Investments LLC,
Abdulaziz Aldelaimi and Fahad Abdulla Bindekhayel entered into that
certain Stock Purchase Agreement, dated as of November 12, 2017 (the
“SPA”), pursuant to which Olayan agreed to acquire
83,660,878 shares, $1.00 par value per
share, of NPS (the “NPS Shares”);


 


WHEREAS,
pursuant to the SPA,
the Company has agreed to Olayan and
its subsidiaries and affiliates certain registration and other rights in the United
States with respect to the Registrable Securities; and


 


WHEREAS,
on the date hereof,
the Company and Olayan entered into that certain
Shares Purchase Exchange Agreement (“SPEA”) pursuant to which,
on the NESR Closing Date, Olayan agreed
to contribute the legal and beneficial
ownership of the NPS Shares to the Company in exchange for
the issuance by the Company of the Shares
(as defined in the SPEA) on the
terms and subject to the conditions set
out in the SPEA.


 


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


 


ARTICLE
1


DEFINITIONS


 


1.1
Definitions.
The following capitalized
terms used herein have the following meanings.
Any defined terms used in this
Registration Rights Agreement and not defined
herein shall have the same meaning
as in the SPA:


 


“Approved
Context” is defined
in Section 2.8.


 


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


 


“Company”
is defined in
the preamble of this Registration
Rights Agreement.


 


“Demand
Registration” is defined
in Section 2.1.1.


 


“Demanding
Holder” is defined
in Section 2.1.1.







 




    	 	 	 



    	 



    


 


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


 


“Filing
Date” is defined
in Section 2.4.1.


 


“Form
S-3” is defined
in Section 2.3.


 


“Holder
Information” is defined
in Section 2.8.


 


“Indemnified
Party” is defined
in Section 3.3.


 


“Indemnifying
Party” is defined
in Section 3.3.


 


“Initiating
Holder” is defined
in Section 2.1.1.


 


“Investor
Indemnified Party” is defined
in Section 3.1.


 


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


 


“NESR
Closing Date” is defined
in the SPA.


 


“NPS
Shares” is defined
in the Recitals of this Registration
Rights Agreement.


 


“Olayan”
is defined in the
preamble of this Registration
Rights Agreement.


 


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


 


“Partner
Distribution” is defined
in Section 2.4.4.


 


“Party”
or “Parties”
is defined in the preamble of
this Registration Rights Agreement.


 


“Person”
or “person”
means any individual,
corporation, partnership, limited liability company,
joint venture, association, joint-stock company,
trust, unincorporated organization or government
or other agency or political subdivision thereof.


 


“Piggy-Back
Registration” is defined
in Section 2.2.1


 


“Pro
Rata”
is defined in Section 2.1.4.


 


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


 




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“Registrable
Securities” means (i) the Shares
and (ii) any other ordinary shares,
of no par value, of the Company held by
Olayan or any of its subsidiaries
or affiliates at any time (including
those held as a result of, or
issuable upon, the conversion or exercise
of options, warrants and other securities convertible
into, or exchangeable or exercisable
for (at any time or upon the occurrence
of any event or contingency and without
regard to any vesting or other conditions to which
such securities may be subject),
or depositary receipts or depositary shares
representing or evidencing, Ordinary Shares
(including, without limitation, any note or debt security convertible
into or exchangeable for Ordinary Shares),
whether now owned or acquired by
Olayan at a later time. Registrable Securities
include any warrants, shares of
capital or other securities of the Company
(or any successor thereto) issued as
a dividend or other distribution with respect
to or in exchange for or in replacement
of any of the securities referenced
in the prior sentence. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities
when: (a) a Registration Statement with respect to the sale
of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or
exchanged in accordance
with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them
not bearing a legend restricting further
transfer shall have been delivered
by the Company and subsequent public distribution
of them shall not require registration
under the Securities Act; (c) such securities
shall have ceased to be outstanding or (d)
the Registrable Securities are freely saleable
under Rule 144 without volume limitations
or any other limitation or restriction
imposed by Rule 144 under the Securities
Act.


 


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


 


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


 


“Resale
Shelf Period” is defined
in Section 2.4.2.


 


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


 


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


 


“Shelf
Offering” is defined
in Section 2.3.


 


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


 


“SPA”
is defined in the
Recitals of this Registration Rights Agreement.


 




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“SPEA”
is defined in the
Recitals of this Registration Rights Agreement.


 


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


 


ARTICLE
2 


REGISTRATION
RIGHTS


 


2.1
Demand Registration.


 


2.1.1
Request for Registration.


 


(a)
At any
time and from time
to time on or after the NESR Closing
Date, Olayan may make a written
demand (such holder, the “Initiating Holder”) for registration
under the Securities Act of all
or part of its Registrable Securities
(a “Demand Registration”). Any
demand for a Demand Registration
shall specify the number of Registrable Securities
proposed to be registered and the
intended method(s) of distribution
thereof. The Company will notify all
holders of Registrable Securities of the demand,
and each holder of Registrable Securities who wishes to include all or a portion
of such holder’s Registrable Securities in the Demand
Registration (each such holder including shares of Registrable
Securities in such registration, including, without limitation, the Initiating
Holder(s), a “Demanding Holder”) shall so notify
the Company within fifteen (15) days after
the receipt by the holder of the notice
from the Company. Upon any such
request, the Demanding Holders shall
be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section
2.1.4 and the provisos set forth
in Section 2.5.1(a). Olayan shall be entitled to cause
the Company to effect up to two (2)
Demand Registrations under this Section 2.1.1.


 


(b)
the Company shall file
the registration statement in respect
of a Demand Registration as soon as
practicable and, in any event, within sixty (60) days
after receiving a request for a Demand
Registration and shall use reasonable best efforts to
cause the same to be declared
effective by the SEC as promptly as
practicable after such filing; provided, however,
that:


 


(i)
the Company shall
not be obligated to effect a Demand
Registration pursuant to Section 2.1.1(a) within sixty (60)
days after the effective date of a previous
Demand Registration, other than a Shelf Registration Statement or Resale
Shelf Registration Statement; and


 


(ii)
the Company shall
not be obligated to effect a Demand
Registration pursuant to Section 2.1.1(a) unless such demand request
is for a number of Registrable Securities
with a market value that is equal
to at least $25,000,000 as of the date of
such request.


 




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


 


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


 


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


 




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


 


2.2
Piggy-Back Registration.


 


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


 




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


 


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


 


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


 


2.2.3
Withdrawal. Any
holder of Registrable Securities
may elect to withdraw
such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving
written notice to the Company of such request to withdraw
prior to the effectiveness of the Registration
Statement or, if later, prior to the pricing
date of the applicable offering. The Company (whether
on its own determination or as the result
of a withdrawal by
persons making a demand pursuant to written
contractual obligations) may withdraw a Registration
Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding
any such withdrawal, the Company
shall pay all
expenses incurred by the holders of Registrable
Securities in connection with such Piggy-Back Registration as provided in
Section 2.7.


 




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


 


2.4
Resale Shelf Registration.


 


2.4.1
Filing. As promptly
as practicable following the NESR Closing
Date, but in any event
within four (4) months following the NESR
Closing Date (the “Filing Date”), the Company shall file
with the Commission a Shelf Registration Statement relating to the offer and
sale of all Registrable Securities owned by
Olayan (the “Resale Shelf Registration Statement”).
If any Resale Shelf Registration Statement
is filed before the time that is thirty
(30) days after the NESR Closing Date, then Company shall cause to be registered the Registrable Securities in such Resale Shelf
Registration Statement.


 




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2.4.2
Continued Effectiveness. The
Company shall use its commercially
reasonable efforts to have the
Resale Shelf Registration Statement declared effective as soon as
practicable after the filing thereof, but in no event later
than thirty (30) days after the Filing Date (or
one hundred twenty (120) days after
the Filing Date if the Commission notifies
the Company that it will “review” the Resale
Shelf Registration Statement). The Company shall use its commercially reasonable
efforts to maintain the effectiveness of the Resale
Shelf Registration Statement or any Subsequent Shelf Registration (as defined
below) until such time as all Registrable Securities
have been sold pursuant to the Resale Shelf Registration Statement or a Subsequent
Shelf Registration (but in no event for a shorter
period than the applicable period
referred to in Section 4(a)(3) of the
Securities Act and Rule 174 thereunder) (such
required period(s) of effectiveness, collectively, the “Resale
Shelf Period”). Subject to Section 2.6, the Company
shall not be deemed to have used commercially
reasonable efforts to keep the Resale Shelf Registration Statement effective
during the Resale Shelf Period if the Company
voluntarily takes any action
or omits to take any action that would result
in the holders of Registrable Securities
covered thereby not being able to offer and sell any Registrable
Securities pursuant to such Resale Shelf Registration Statement during the
Resale Shelf Period, unless such action
or omission is required by applicable law.
The filing of the Resale Registration
Statement and offers and sales thereunder shall not be deemed to be a Demand
Registration pursuant to this Registration Rights Agreement. The holders of
Registrable Securities shall be eligible
to sell their Registrable Securities pursuant to such
Resale Registration Statement from time to time on one or more occasions, including,
without limitation, through one or more underwritten offerings.


 


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


 


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


 




    		9	 



    	 



    

 


2.4.5
Block Trades. Notwithstanding
anything stated in this Registration
Rights Agreement to the contrary, in the event
that Olayan wishes to engage in an underwritten
block trade or overnight bought deal
(or other similar registered offering), Olayan shall not be required to give
more than one (1) day’s notice of the transaction
to any other holder or the Company,
but shall endeavor to work with the Company,
Olayan and the applicable underwriters sufficiently in advance
of the launch date of such transaction
in order to prepare the requisite
documentation and prospectus supplement necessary in order to implement
such offering. For the avoidance of doubt, the Initiating
Holder with respect to such underwritten
block trade or overnight bought deal (or other similar
registered offering) shall determine the launch
date for such transaction.


 


2.5
Registration Procedures.


 


2.5.1
Filings; Information. Whenever
the Company is required
to effect the registration of
any Registrable Securities pursuant
to this Article 2, the Company shall
use its best efforts to effect
the registration and sale of such
Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as
practicable, and in connection with any such
request:


 


(a)
Filing Registration Statement.
The Company shall use its best
efforts to, as expeditiously as
possible after receipt of a request for
a Demand Registration pursuant to Section
2.1 or a request pursuant to Section
2.3, prepare and file with the Commission a Registration
Statement on any form for which the Company then
qualifies or which counsel for the Company
shall deem appropriate and which form shall be available
for the sale of all Registrable Securities
to be registered thereunder in accordance with
the intended method(s) of distribution thereof,
and shall use its best efforts to cause
such Registration Statement to become effective and use its best
efforts to keep it effective for
the period required by Section 2.5.1(c);
provided, however, that the Company
shall have the right to defer any Demand
Registration for up to seventy-five (75) days, such
that any obligations of Company pursuant
to a Demand Registration shall be extended
by up to seventy-five (75) days, and any Piggy-Back
Registration for such period as may be applicable
to deferment of any demand registration
to which such Piggy-Back Registration relates; provided further,
however, that the Company shall
not have the right to exercise
the right set forth in the immediately preceding proviso
more than once in any three hundred and sixty-five (365)-day period in respect
of a Demand Registration hereunder.


 




    		10	 



    	 



    

 


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


 


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


 


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


 




    		11	 



    	 



    

 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




    		13	 



    	 



    

 


2.6
Obligation to Suspend Distribution.
Upon receipt of any notice from
the Company of the happening of
any event of the kind described
in Section 2.5.1(d)(iv), each holder of Registrable
Securities included in any registration shall immediately discontinue disposition
of such Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such holder receives
the supplemented or amended prospectus
contemplated by Section 2.5.1(d). In addition, in the case
of a resale registration pursuant to Section
2.3 or Section 2.4 hereof, in
the event that a holder of
Registrable Securities is an insider
subject to the Company’s insider trading compliance
program, upon any suspension by
the Company pursuant to a written insider trading compliance
program adopted by the Company’s Board of Directors
of the ability of all “insiders”
covered by such program to transact
in the Company’s securities because of the existence
of material non-public information,
then each such insider shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until the restriction
on the ability of “insiders”
to transact in the Company’s securities
is removed. In either case, if
so directed by the Company,
each such holder will deliver to the Company all
copies, other than permanent file copies then
in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of
such notice.


 


2.7
Registration Expenses.
The Company shall bear all
costs and expenses incurred in connection with any
Demand Registration pursuant to Section
2.1, any Piggy-Back Registration pursuant
to Section 2.2, and any
registration effected pursuant to Section 2.3 or Section
2.4, and all expenses incurred in
performing or complying with its other
obligations under this Registration Rights
Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees;
(ii) fees and expenses of compliance with
securities or “blue sky” laws (including fees
and disbursements of counsel in connection
with blue sky qualifications of
the Registrable Securities); (iii) printing expenses; (iv) the Company’s
internal expenses (including, without limitation, all salaries and expenses
of its officers and employees); (v) the fees
and expenses incurred in connection
with the listing of the Registrable Securities as required
by Section 2.5.1(k); (vi) any other
fees and expenses associated with filings required to be made
with the Financial Industry Regulatory Authority or any other regulatory authority;
(vii) fees and disbursements of counsel for the Company and
fees and expenses for independent certified public accountants
retained by the Company (including the expenses
or costs associated with the delivery
of any opinions or comfort letters requested
pursuant to Section 2.5.1(i); (viii) the reasonable
fees and expenses of any special experts retained by the Company in connection
with such registration; and (ix) the reasonable
fees and expenses of one (1) legal counsel for Olayan in connection
with any such registration or offering
(together with any local counsel).
The Company shall have no obligation
to pay any underwriting fees, including
discounts or selling commissions,
attributable to the Registrable Securities being sold by the holders
thereof, which underwriting fees shall be borne
by such holders. The holders shall not be required
to pay any other costs or expenses
in connection with any registration
or offering made pursuant to this Registration
Rights Agreement, other than their pro rata portion of underwriting
discounts or selling commissions and any fees and expenses of legal
counsel not otherwise paid by the Company pursuant
to this Section 2.7.


 


2.8
Information.
The holders of Registrable
Securities shall provide such information as may reasonably be requested by
the Company, or the managing
Underwriter, if any, in connection with
the preparation of any Registration
Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable
Securities under the Securities Act pursuant to
Article 2 and in connection
with the Company’s obligation to comply with
federal and applicable state securities laws; provided, however,
that under no circumstances will the Company be permitted
to file any Registration Statement,
amendment or supplement incorporating any
information or affidavits supplied
by any holder of Registrable
Securities or using the holder’s name (collectively,
the “Holder Information”)
unless (i) such Holder Information
is incorporated verbatim as supplied by
the holder (or in the case of the holder’s
name, incorporated exactly and only
in the context consented to by the holder
(the “Approved Context”)) or (ii)
the holder has consented in writing
to any modification to such Holder Information
(or, in the case of the holder’s name, has consented to use in a context
broader than the Approved Context).


 




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ARTICLE
3


INDEMNIFICATION
AND CONTRIBUTION


 


3.1
Indemnification
by the Company.
The Company agrees to indemnify and hold harmless
Olayan and each other holder of Registrable Securities, and each of their
respective officers, employees, affiliates, directors, partners, members, attorneys
and agents, and each person, if any, who controls Olayan
and each other holder of Registrable
Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and each of their
respective officers, employees, affiliates, directors, partners, members, attorneys
and agents (each, an “Investor Indemnified Party”), from and
against any expenses, losses, judgments, claims, damages or liabilities,
whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material
fact contained in any Registration Statement under which the sale
of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus contained
in the Registration Statement, or any amendment
or supplement to such Registration Statement, any free
writing prospectus or any written
or oral materials distributed to or presented
to investors at any roadshow or other
meetings with investors, or arising out of or based upon any omission (or alleged
omission) to state a material fact
required to be stated therein or necessary to make
the statements therein not misleading,
or any violation by the Company of the Securities Act applicable to the Company
and relating to any action or inaction
required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Investor
Indemnified Party for any legal and
any other expenses reasonably incurred
by such Investor Indemnified Party
in connection with investigating and defending any such
expense, loss, judgment, claim, damage, liability or action as
they are incurred; provided, however,
that the Company will not be liable in any such
case to the extent that any such expense,
loss, claim, damage or liability arises
out of or is based upon any untrue statement
or allegedly untrue statement or omission or alleged
omission made in such Registration Statement,
preliminary prospectus, final prospectus or summary prospectus, or any such amendment
or supplement, free writing prospectus or roadshow,
in reliance upon and in conformity
with information furnished to the Company,
in writing, by such
selling holder expressly for use therein.


 




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3.2
Indemnification
by Holders of Registrable
Securities.
Each selling holder of Registrable Securities
will, in the event that any registration
is being effected under the Securities
Act pursuant to this Registration Rights
Agreement of any Registrable Securities
held by such selling holder, indemnify
and hold harmless the Company,
each of its directors and officers, each person, if any,
who controls the Company within the meaning of the Securities
Act and each Underwriter (if any), and each other selling holder and each other person,
if any, who controls another selling holder
or such Underwriter within the meaning of the Securities
Act, against any losses, claims, judgments,
damages or liabilities, whether
joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any
untrue statement or allegedly untrue
statement of a material fact containedin any Registration
Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any
amendment or supplement to the Registration
Statement, or any free writing prospectus
or any written or oral
material distributed or presented to investors
at any roadshow or other meetings with investors,
or arise out of or are based
upon any omission or the alleged omission to state
a material fact required to be stated
therein or necessary to make the statement therein not misleading,
if the statement or omission was made
in reliance upon and in conformity
with information furnished in writing to the Company by such
selling holder expressly for use therein,
and shall reimburse the Company,
its directors and officers, and each other selling holder or controlling person
for any legal or other expenses
reasonably incurred by any of
them in connection with investigating
or defending any such loss, claim, damage,
liability or action. Each selling holder’s indemnification obligations hereunder shall
be several and not joint and shall
be limited to the amount of any
net proceeds actually received
by such selling holder. The parties
hereto agree that the only information
furnished in writing to the Company by
any selling holder shall be information
about the number of shares owned by such
holder included in the Registration Statement or prospectus, or any
amendment or supplement thereto,
in the selling stockholder table.


 


3.3
Conduct
of Indemnification Proceedings.
Promptly after receipt by any person
of any notice of any
loss, claim, damage or liability
or any action in respect of which indemnity may
be sought pursuant to Section
3.1 or Section 3.2, such person (the “Indemnified
Party”) shall, if a claim in respect
thereof is to be made against any other person
for indemnification hereunder, notify such
other person (the “Indemnifying Party”) in writing
of the loss, claim, judgment, damage, liability or action; provided,
however, that the failure by
the Indemnified Party to notify the Indemnifying
Party shall not relieve the Indemnifying
Party from any liability which
the Indemnifying Party may have
to such Indemnified Party hereunder,
except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure.
If the Indemnified Party is seeking
indemnification with respect to any claim or action brought against the Indemnified
Party, then the Indemnifying Party shall
be entitled to participate in
such claim or action, and, to the extent
that it wishes, jointly with
all other Indemnifying Parties, to assume control of the defense
thereof with counsel satisfactory to the Indemnified Party. After notice from
the Indemnifying Party to the Indemnified Party
of its election to assume
control of the defense of such
claim or action, the Indemnifying
Party shall not be liable to the Indemnified
Party for any legal
or other expenses subsequently incurred
by the Indemnified Party in connection
with the defense thereof other than
reasonable costs of investigation; provided, however,
that in any action, the Indemnified
Party shall have the right to employ separate counsel (but
no more than one such separate
counsel) to represent the Indemnified
Party and its controlling persons who
may be subject to liability arising
out of any claim in respect of
which indemnity may be sought
by the Indemnified Party against
the Indemnifying Party, with the fees and expenses
of such counsel to be paid by such
Indemnifying Party if, based upon the
written opinion of counsel of such
Indemnified Party, representation of both parties
by the same counsel would be inappropriate
due to actual or potential differing
interests between them or because the
Indemnified Party and Indemnifying Parties
may have different or conflicting defenses
in any such action. No Indemnifying Party shall, without
the prior written consent of the Indemnified
Party, consent to entry of judgment or effect
any settlement of any claim
or pending or threatened proceeding in respect
of which the Indemnified Party
is or could have been a party and indemnity
could have been sought hereunder by
such Indemnified Party, unless such judgment or settlement
includes an unconditional release of such Indemnified Party from
all liability arising out of such claim or proceeding
and does not include a statement as
to or an admission of fault,
culpability or a failure to act by
or on behalf of an Indemnified Party.


 




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3.4
Contribution.


 


3.4.1
If the
indemnification provided for in the
foregoing Section 3.1, Section 3.2 and
Section 3.3 is unavailable to any
Indemnified Party in respect of
or insufficient to cover any loss,
claim, damage, liability or action
referred to herein, then each such Indemnifying
Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable
by such Indemnified Party as
a result of such loss, claim, damage,
liability or action in such proportion
as is appropriate to reflect
the relative fault of the Indemnified Parties
and the Indemnifying Parties in connection
with the actions or omissions which resulted in such
loss, claim, damage, liability or action,
as well as any other relevant equitable considerations.
The relative fault of any Indemnified
Party and any Indemnifying
Party shall be determined by reference
to, among other things, whether the untrue or alleged
untrue statement of a material fact
or the omission or alleged omission to state
a material fact relates to information
supplied by such Indemnified Party
or such Indemnifying Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.


 


3.4.2
The parties hereto agree that
it would not be just
and equitable if contribution pursuant to this Section
3.4 were determined by pro rata
allocation or by any
other method of allocation which does
not take account of the equitable
considerations referred to in the immediately
preceding Section 3.4.1.


 


3.4.3
The amount paid or
payable by an
Indemnified Party as a result
of any loss, claim, damage, liability
or action referred to in the immediately
preceding paragraph shall be deemed
to include, subject to the limitations
set forth above, any legal or other expenses incurred
by such Indemnified Party in connection
with investigating or defending any such action
or claim. Notwithstanding the
provisions of this Article 3, no holder
of Registrable Securities shall be required
to pay any amount in respect of
indemnification and/or contribution in excess
of the dollar amount of the net proceeds
(after payment of any underwriting fees,
discounts, commissions or taxes) actually received by
such holder from the sale of
Registrable Securities which gave rise to such
indemnification and/or contribution obligation. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution
from any person who was not guilty
of such fraudulent misrepresentation.
In addition, no holder of Registrable
Securities or any affiliate thereof
shall be required to pay any amount
as contribution, unless such person or
entity would have been required
to pay such amount pursuant to Section
3.2, if it had been applicable in accordance
with its terms.


 


3.4.4
The indemnity
and contribution agreements contained herein
shall be in addition to any other rights
to indemnification or contribution which
any Indemnified Party may
have pursuant to law or contract
and shall remain operative and in full force and effect
regardless of any investigation
made or omitted by or
on behalf of any Indemnified Party
and shall survive the transfer of
the Registrable Securities by any
such Party. The indemnification and contribution required by this Registration
Rights Agreement shall be made by periodic payments
of the amount thereof during the course
of the investigation or defense, as
and when bills are received or expense,
loss, damage or liability is incurred.


 




    		17	 



    	 



    

 


ARTICLE
4


RULE
144


 


4.1
Rule 144.
The Company covenants that it shall file
any reports required to be filed
by it under the Securities
Act and the Exchange Act and shall take
such further action as the holders of Registrable
Securities may reasonably request, all to the extent required
from time to time to enable such holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by
Rule 144 under the Securities Act, as
such Rule may be amended from time to time,
or any similar rule or regulation hereafter
adopted by the Commission. To
the extent any holder desires to sell Registrable
Securities pursuant to Rule 144, the Company agrees
to provide customary instructions to the transfer
agent to remove any restrictive legends
from such securities and to provide or cause
any customary opinions of counsel
to be delivered to the transfer
agent in connection with any such
sale. In addition, the Company agrees
to remove any restrictive legend
from the Registrable Securities upon
the reasonable request of any holder
as soon as reasonably permitted
by applicable law and customary
practice (including customary transfer agent
practices).


 


ARTICLE
5


MISCELLANEOUS


 


5.1
Assignment; No Third-Party
Beneficiaries. This Registration
Rights Agreement and the rights,
duties and obligations of the Company hereunder may
not be assigned or delegated
by the Company in whole or
in part. This Registration Rights Agreement and the rights,
duties and obligations of the holders of Registrable Securities hereunder
may be freely assigned or delegated
by such holder of Registrable
Securities in conjunction with and to the extent of any
transfer of Registrable Securities
by any such holder. This
Registration Rights Agreement and the provisions hereof shall be binding upon
and shall inure to the benefit
of each of the Parties,
to the permitted assigns of Olayan
or holder of Registrable Securities
or of any assignee of
Olayan or holder of Registrable
Securities. This Registration Rights Agreement is not intended to confer
any rights or benefits on any
persons that are not party hereto other
than as expressly set forth in Article
3 and this Section 5.1.


 


5.2
Notices.
All notices, demands, requests, consents, approvals
or other communications required or permitted
to be given hereunder or which are given
with respect to this Registration Rights Agreement shall be in writing and
shall be personally served, delivered by reputable
air courier service with charges prepaid, or transmitted by hand
delivery, telegram, telex or facsimile, addressed as set forth below, or to
such other address as such Party shall
have specified most recently by written notice.
Notice shall be deemed given
on the date of service or transmission
if personally served or transmitted
by telegram, telex or facsimile; provided
that if such service or transmission is not on a business
day or is after normal business hours,
then such notice shall be deemed given on the next business
day. Notice otherwise sent as provided herein shall be deemed
given on the next business day following
timely delivery of such notice
to a reputable air courier service with an
order for next-day delivery. 


 




    		18	 



    	 



    

 





	To
    the Company:	 
	 	 
	National
    Energy Services
    Reunited Corp.	 
	777 Post Oak
    Blvd., Suite 800	 
	Houston,
    Texas 77056	 
	Attn:
    Sherif Foda, Chief Executive Officer	 
	 	 
	with
    a copy to:	 
	 	 
	Ellenoff
    Grossman & Schole LLP	 
	1345 Avenue
    of the Americas	 
	New
    York, NY 10105	 
	Attn:
    Stuart Neuhauser, Esq.	 
	 	 
	To the
    Olayan:	 
	 	 
	P.O.
    Box 8772	 
	Riyadh,
    11492, Saudi
    Arabia	 
	Attn:
    Fadi Otaqui	 
	E-mail:
                                   F.Otaqui@olayangroup.com



	 
	 	 
	with
    a copy (which
    shall not constitute notice) to:	 
	 	 
	Shearman
    & Sterling
    (London) LLP	 
	9 Appold
    Street	 
	London
    EC2A 2AP	 
	United
    Kingdom	 
	Attn:
    Paul Strecker	 
	E-mail:
                                   Paul.Strecker@Shearman.com



	 




 


5.3
Severability.
This Registration Rights Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or
enforceability of this Registration
Rights Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties
hereto intend that there shall be added as
a part of this Registration Rights Agreement
a provision as similar in terms
to such invalid or unenforceable provision
as may be possible that is valid
and enforceable.


 


5.4
Counterparts.
This Registration Rights Agreement may
be executed in multiple
counterparts, each of which shall
be deemed an original, and all of which taken
together shall constitute one and
the same instrument.


 


5.5
Entire Agreement.
This Registration Rights Agreement (including all
agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitutes the entire agreement of the Parties
with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements, representations, understandings,
negotiations and discussions between the Parties,
whether oral or written. 


 




    		19	 



    	 



    

 


5.6
Modifications and Amendments.
No amendment, modification or termination
of this Registration Rights Agreement shall be effective
against the Company or any holder
of Registrable Securities unless such amendment,
modification or termination is approved
in writing by the Company and Olayan.


 


5.7
Titles
and Headings.
Titles and headings of sections
of this Registration Rights Agreement are for
convenience only and shall not affect
the construction of any provision of this Registration
Rights Agreement.


 


5.8
Waivers
and Extensions.
Any party to this Registration Rights
Agreement may waive any right, breach
or default which such Party has
the right to waive; provided,
however, that such waiver will not be effective against the
waiving Party unless it is in writing,
is signed by such
Party, and specifically refers to this Registration
Rights Agreement. Waivers may be made in advance
or after the right waived has
arisen or the breach or
default waived has occurred. Any
waiver may be conditional.
No waiver of any breach of
any agreement or provision herein contained
shall be deemed a waiver of any
preceding or succeeding breach thereof
nor of any other agreement or
provision herein contained. No waiver
or extension of time for performance of any
obligations or acts shall be
deemed a waiver or extension of the
time for performance of any other obligations
or acts.


 


5.9
Remedies Cumulative.
In the
event that the Company fails to observe
or perform any
covenant or agreement to be observed
or performed under this Registration
Rights Agreement, Olayan or any other holder of Registrable
Securities may proceed to protect and
enforce its rights by suit in equity
or action at law, whether for specific performance
of any term contained in this Registration
Rights Agreement or for an injunction against the breach
of any such term or in aid of
the exercise of any power granted
in this Registration Rights Agreement or to enforce
any other legal or equitable
right, or to take any one or more
of such actions, without being required
to post a bond. None of the rights,
powers or remedies conferred under this Registration
Rights Agreement shall be mutually exclusive,
and each such right, power or remedy shall be cumulative
and in addition to any other right,
power or remedy, whether conferred by
this Registration Rights Agreement or now or hereafter
available at law, in equity, by
statute or otherwise.


 


5.10
Governing
Law.
This Registration Rights Agreement shall be governed
by, interpreted under, and construed in accordance with the internal
laws of the State of New York applicable
to agreements made and to be performed
within the State of New York.


 


5.11
Waiver
of Trial by Jury.
Each Party hereby irrevocably and unconditionally waives
the right to a trial by
jury in any action, suit, counterclaim
or other proceeding (whether based
on contract, tort or otherwise) arising
out of, connected with or relating
to this Registration Rights Agreement, the transactions contemplated
hereby, or the actions of Olayan
in the negotiation, administration, performance or enforcement
hereof.


 


5.12
Further Assurances.
Each Party hereto shall
do and perform or cause to be done and performed
all such further acts and things and shall execute and deliver all such other agreements,
certificates, instruments and documents as any
other Party hereto reasonably
may request in order
to carry out the intent and accomplish the purposes
of this Registration Rights Agreement and the consummation of the transactions
contemplated hereby.


 




    		20	 



    	 



    

 


5.13
Restructuring.
To the extent that
the board of directors or
other governing authority of the Company elects
to effect a restructuring or
recapitalization of the Company or substantially
all of the business of the Company through a subsidiary or parent
company of the Company or otherwise,
the provisions of this Registration
Rights Agreement shall be appropriately adjusted,
and the holders of Registrable Securities
and the Company shall enter into such
further agreements and arrangements as shall be reasonably necessary or appropriate
to provide the holders of Registrable
Securities with substantially the same registration rights as they would
have under this Registration Rights Agreement, giving due consideration
to the nature of the new public
entity, the nature of the securities
to be offered and tax and other relevant
considerations. The Company agrees that it shall
not effect or permit to occur
any combination or subdivision
of its capital stock which would adversely affect
the ability of any holder of any
Registrable Securities to include such
Registrable Securities in any registration
contemplated by this Registration Rights Agreement or the marketability of
such Registrable Securities in any
such registration. The provisions of this Registration
Rights Agreement shall apply, to the full extent set
forth herein with respect to the Registrable Securities, to any
and all shares of capital stock
of the Company, any successor or assign
of the Company (whether by merger,
share exchange, consolidation, sale of
assets or otherwise) or any subsidiary
or parent company of the Company which
may be issued in respect
of, in exchange for or in substitution of Registrable
Securities and shall be appropriately adjusted for any
stock dividends, splits, reverse
splits, combinations, recapitalizations and the like occurring
after the date hereof.


 




    		21	 



    	 



    

 


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


 





	 	COMPANY:
	 	 
	 	NATIONAL ENERGY SERVICES REUNITED
    CORP.
	 	 
	 	By:	 /s/
    Sherif Foda
	 	Name:	Sherif Foda
	 	Title:	CEO







 


	 	OLAYAN:
	 		
	 	Hana Investments Co. WLL
	 	
	 	By:	/s/ Saleh A Al
    Enazi
	 	Name:	Saleh A Al Enazi
	 	Title:	Authorized Signatory




 


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