EXECUTION
VERSION


 


June
5, 2018


 


NATIONAL
ENERGY SERVICES REUNITED CORP.


 


NESR HOLDINGS LIMITED


 


HANA
INVESTMENTS CO. WLL


 





 



 


RELATIONSHIP
AGREEMENT


 





 






 




    	 	 	 



     

    


 


CONTENTS


 


	Section 	Page
	 	 	 	 
	1.	 	COMMENCEMENT
    AND DURATION	1
	 	 	 	 
	2.	 	GOVERNANCE	2
	 	 	 	 
	3.	 	LOCK-UP	4
	 	 	 	 
	4.	 	CONFIDENTIALITY	4
	 	 	 	 
	5.	 	ANNOUNCEMENTS	5
	 	 	 	 
	6.	 	NOTICES	6
	 	 	 	 
	7.	 	COSTS
    AND INTEREST	6
	 	 	 	 
	8.	 	WHOLE
    AGREEMENT	6
	 	 	 	 
	9.	 	ASSIGNMENT	7
	 	 	 	 
	10.	 	VARIATIONS	7
	 	 	 	 
	11.	 	INVALID
    TERMS	7
	 	 	 	 
	12.	 	TERMINATION	8
	 	 	 	 
	13.	 	ENFORCEABILITY,
    RIGHTS AND REMEDIES	8
	 	 	 	 
	14.	 	COUNTERPARTS	8
	 	 	 	 
	15.	 	GOVERNING
    LAW	9
	 	 	 	 
	16.	 	JURISDICTION;
    WAIVER OF TRIAL BY JURY	9
	 	 	 	 
	SCHEDULE 1 DEFINITIONS AND INTERPRETATION	10


 




    	 	i	 



     

    





 


RELATIONSHIP
AGREEMENT


 


dated
June 5, 2018


 


PARTIES:


 


	 	(1)	NATIONAL
    ENERGY SERVICES REUNITED CORP., a company existing under the laws of the British Virgin Islands with its registered address
    at 171 Main Street, Road Town, Tortola, VB 1110, British Virgin Islands (the “Company”);
	 	 	 
	 	(2)	NESR
    HOLDINGS LIMITED, a company existing under the laws of the British Virgin Islands with its registered address at 171 Main
    Street, Road Town, Tortola, VB 1110, British Virgin Islands (“NESR Holdings”); and
	 	 	 
	 	(3)	HANA
    INVESTMENTS CO. WLL, a company existing under the laws of Bahrain with its registered address at Office 205, Building
    111, Manama Center, Road 383, Block 304, Bahrain (“Olayan”).


 


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


 


WHEREAS:


 


	(A)	The
    Company, Olayan, NPS Holdings Limited (“NPS”), and the Selling Stockholders (as defined in the SPA) have
    entered into that certain Stock Purchase Agreement, dated as of November 12, 2017 (as may be amended, restated or supplemented
    from time to time, the “SPA”), pursuant to which Olayan acquired 83,660,878 shares, par value $1.00 per
    share, of NPS (the “NPS Shares”);
	 	 
	(B)	The
    Company and Olayan have entered into that certain Shares Purchase Exchange Agreement, dated as of June , 2018 (as may be amended,
    restated or supplemented from time to time, the “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, on the terms and subject to the conditions set forth in the SPEA;
	 	 
	(C)	The
    Company, NESR Holdings and Olayan are entering into this Agreement in order to set out (i) certain rights to which Olayan
    will be entitled as a shareholder of the Company and (ii) certain obligations of NESR Holdings as a significant shareholder
    of the Company; and
	 	 
	(D)	In
    consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration,
    the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


IT
IS AGREED:


 


	1.	COMMENCEMENT
                                         AND DURATION



 


All
clauses and schedules in this Agreement shall take effect immediately upon the NESR Closing. Once in force, the provisions of
this Agreement shall continue in force and shall bind the Parties from time to time until this Agreement is terminated.


 




    	 	1	 



     

    

 


	2.	GOVERNANCE



 


	2.1	As
    of the NESR Closing, the Company and NESR Holdings shall take all Necessary Action to cause the Board to include, so long
    as Olayan and its Affiliates collectively hold, in the aggregate, at least 6,879,225 Common Shares (subject to appropriate
    adjustment for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the
    date hereof) one Director nominated by Olayan (the “Olayan Nominee”). Olayan shall have the right to propose
    to remove any such Olayan Nominee and nominate another person in his/her place for so long as Olayan and its Affiliates hold
    the applicable number of Common Shares specified in this Section 2.1. The first Olayan Nominee shall be Hala Zeibak.
	 	 
	2.2	As
    of the NESR Closing, Olayan shall have the right to nominate, and the Company and NESR Holdings shall take all Necessary Action
    to cause the Company senior management to include, one Executive Vice President designated by Olayan who shall oversee all
    of the Company’s operations (the “Olayan EVP”). If the Olayan EVP is removed, resigns or otherwise
    ceases employment for any reason, Olayan shall have the right to propose to the Board a replacement so long as Olayan and
    its Affiliates collectively hold, in the aggregate, the number of Common Shares specified in Section 2.1 hereof; provided,
    however, that the appointment of each replacement shall be subject to the approval of the Board. The Olayan
    EVP shall report directly to the Company Chief Executive Officer.
	 	 
	2.3	The
    Company and NESR Holdings shall take all Necessary Action to procure that the appointment of the Olayan Nominee, Hala Zeibak,
    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. The Company
    and NESR Holdings shall procure that the appointment of the Olayan Nominee to the Board is proposed to and recommended for
    approval by the Company’s shareholders at each subsequent annual general meeting of the Company so as to ensure the
    appointment or re-appointment of the Olayan Nominee pursuant to the terms hereof.
	 	 
	2.4	If
    any Olayan Nominee is not elected at the applicable annual general meeting of the Company referred to in Section 2.3
    above, Olayan shall have the right to propose a replacement Olayan Nominee for appointment to the Board. The Company and NESR
    Holdings shall take all Necessary Action to ensure that such replacement Olayan Nominee is proposed to and recommended at
    the next shareholders meeting of the Company. The process set out in this Section 2.4 shall be repeated until the replacement
    Olayan Nominee is appointed to the Board.
	 	 
	2.5	In
    addition, if Olayan wishes to remove any Olayan Nominee and nominate another person in his/her place pursuant to Section
    2, the Company and NESR Holdings shall take all Necessary Action to appoint such replacement Olayan Nominee to the Board
    as soon as possible and in any event shall take all Necessary Action to 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 the NESR Closing and the appointment of the Olayan Nominee to the Board, the Olayan Nominee shall, for
    so long as Olayan shall have the right to an Olayan Nominee, be entitled to attend meetings of the Board in the capacity of
    an observer with the right to speak and participate in discussions of the Board, but without any voting rights, and the Company
    shall provide the Olayan Nominee 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.


 




    	 	2	 



     

    

 


	2.7	Olayan
                                         acknowledges that the Company will require:



 


	 	(a)	the
    Olayan 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, to be bound by and duly comply with applicable Law and the Articles;
	 	 	 
	 	(b)	the
    Olayan 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 Company Group
    of which they become aware in their respective capacities; and
	 	 	 
	 	(c)	any
    Olayan Nominee that acts as an observer, to accept in writing, to keep confidential all information regarding the Company
    Group of which he/she become aware in his/her capacity.


 


	2.8	If
                                         any Olayan Nominee dies, resigns, retires or is incapacitated and is removed as a Director,
                                         Olayan shall have the right to appoint another Director in accordance with this Section
                                         2.



 


	2.9	The
                                         Olayan Nominee may be appointed to committees of the Company as such Olayan 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/her
                                         in respect of any act or omission in the actual or purported exercise of his/her 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/her duties, powers or offices in relation to any member of the Company
                                         Group (and all costs, charges, losses, expenses and liabilities incurred by him/her in
                                         relation thereto).



 


	2.11	NESR
                                         Holdings shall not, directly or indirectly, grant any proxy or enter into or agree to
                                         be bound by any voting trust, agreement or arrangement of any kind with respect to the
                                         Common Shares if and to the extent the terms thereof conflict with the provisions of
                                         this Agreement (whether or not such proxy, voting trust, agreement or agreements are
                                         with holders of Common Shares that are not Parties to this Agreement or otherwise).



 


	2.12	In
                                         addition to the rights of Olayan with respect to the Olayan Nominee set forth in this
                                         Section 2, Olayan shall have the right to request that Company management nominate
                                         a second person selected by Olayan (“Second Director”) for election
                                         to the Board. The person nominated shall be submitted by management for consideration
                                         by the Board, in the case of a replacement Director or Board expansion to accommodate
                                         the Second Director, or by the Company shareholders, in the case of an annual general
                                         meeting election; provided that management consents to the person selected,
                                         which consent shall not be unreasonably withheld. The actual election of a requested
                                         Second Director, or
expansion of the size of the Board, shall be subject to the discretion of the Board or the Company shareholders, as the case may
be.



 










    	 	3	 



     

    

 


	3.	LOCK-UP



 


	3.1	Olayan
                                         agrees with the Company that for a period of six (6) months from the NESR Closing Date
                                         (the “Lock-Up Period”), Olayan shall not, and will cause its Affiliates
                                         to which Olayan transfers any Lock-Up Shares not to, directly or indirectly (i) offer,
                                         sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly,
                                         any Lock- Up Shares; (ii) offer, sell, issue, contract to sell or grant any option, right
                                         or warrant to purchase the Lock-Up Shares or securities convertible into or exchangeable
                                         for the Lock-Up Shares; 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 the Lock-Up Shares or securities convertible
                                         into or exchangeable for any Lock-Up Shares, whether any such aforementioned transaction
                                         is to be settled by delivery of Lock-Up Shares or such other securities, in cash or otherwise.
                                         The provisions of this Section 2.12 shall not prevent Olayan from granting security
                                         in respect of any Lock-Up Shares to any provider of finance to Olayan or any Affiliate
                                         of Olayan; provided Olayan shall remain entitled to vote in respect of
                                         the Lock-Up Shares upon the grant of such security.



 


	3.2	Each
                                         of NESR Holdings and the Company represents, warrants and agrees that (i) they have not
                                         entered into any agreement with any of the Selling Stockholders prohibiting any form
                                         of disposition of any interest in the Common Shares (“lock-up agreement”)
                                         that has a shorter duration than the Lock-Up Period; (ii) each such lock-up agreement
                                         is in full force and effect and shall not be waived by any party thereto; and (iii) all
                                         officers, directors, affiliates and shareholders holding five percent (5%) or more of
                                         the Common Shares acquired in private sale transactions that have any contractual restrictions
                                         as a legally valid and binding lock-up agreement have terms with the same duration or
                                         a longer duration than the Lock-Up Period, except as otherwise disclosed in the Proxy
                                         Statement.



 


	4.	CONFIDENTIALITY



 


	4.1	The
                                         Parties shall keep confidential any information which relates to the contents of, and
                                         negotiations leading to, this Agreement (or any agreement, disclosures or arrangement
                                         entered into pursuant to this Agreement) (all such information being “Confidential
                                         Information”).



 


	4.2	The
                                         obligations under Section 4.1 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 Section 4.3) in confidence by any Party to its Affiliates or to such Party’s and its 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 Olayan (or any of its Affiliates), NESR Holdings (or any of its Affiliates)
    or any member of the Company Group;


 




    	 	4	 



     

    

 





	 	(d)	disclosure
    of information on a confidential basis to a bank or financial adviser of Olayan or one or more bona fide potential
    purchasers of Shareholder Instruments or any securities in Olayan or in any of its Affiliates;
	 	 	 
	 	(e)	disclosure
    of information which was lawfully in the possession of each of the Parties or any of their Representatives 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 any Party’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
    required pursuant to the terms of this Agreement; or
	 	 	 
	 	(i)	any
    announcement made in accordance with Section 5.


 


	4.3	Each
                                         of the Parties 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).


 


	4.4	The
                                         disclosing party shall be responsible for any breach of this Section 4.4 by a
                                         Representative to whom it provides any Confidential Information as if the disclosing
                                         party were the party that had breached this Section 4.4.



 


	5.	ANNOUNCEMENTS



 


	5.1	Subject
                                         to Section 5.2, 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.



 


	5.2	The
                                         restriction in Section 5.1 shall not apply to the extent that the announcement
                                         or communication is required by Law, by any stock exchange or by any Governmental Authority.
                                         In this case, the Party making the announcement or issuing the communication shall, as
                                         far as reasonably practicable:



 


		(a)	use
                                         reasonable endeavors 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 Party’s 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 endeavors to assist the relevant Party 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).









 




    	 	5	 



     

    

 


	6.	NOTICES



 


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



 


	6.2	The
                                         addresses and e-mail addresses of the Parties for the purpose of Section 6.1 are:



 


	 	Company

        For
        the attention of:

        Sherif Foda
	 	Address:
                                         777 Post Oak

                                                                     Blvd Suite 730

        Houston,
        Texas 77056

        United States
	 	E-mail:
    sfoda@nesrco.com
	 	 	 	 	 	 
	 	NESR Holdings

                                                         For the attention of:

                                                         Sherif Foda
	 	Address:
                                         777 Post Oak

                                                         Blvd., Suite 730

        Houston,
        Texas 77056

        United States
	 	E-mail:
    sfoda@nesrco.com
	 	 	 	 	 	 
	 	Olayan

        For
        the attention of:

        Fadi Otaqui

         
	 	Address:
                                         Hana

                                                         Investments Co. WLL

        P.O.
        Box 8772

        Riyadh, 11492,

        Saudi
Arabia
	 	E-mail:

        F.Otaqui@olayangroup.com



 


	7.	COSTS
                                         AND INTEREST



 


	7.1	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.



 


	7.2	The
                                         Company shall reimburse additional expenses of Olayan in the amount equal to $2,400,000,
either by wire transfer of immediately available funds or through the issuance to Olayan or its designated Affiliate of an equivalent
amount in Common Shares valued at $11.244 per share, in the sole discretion of the Company.






 


	8.	WHOLE
                                         AGREEMENT



 


	8.1	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:



 




    	 	6	 



     

    

 


	 	(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.


 


	8.2	Nothing
                                         in Section 8.1 shall limit any liability for (or remedy in respect of) fraud or
                                         fraudulent misrepresentation.



 


	8.3	Each
                                         Party agrees to the terms of this Section 7.1 on its own behalf and as agent for
                                         each of its Connected Persons.



 


	9.	ASSIGNMENT



 


None
of the Parties 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; provided, however,
that Olayan may assign its rights and obligations under this Agreement to its Affiliates. Any purported assignment in contravention
of this Section 9 shall be void.


 


	10.	VARIATIONS



 


	10.1	No
                                         variation of this Agreement shall be valid unless it is in writing and duly executed
                                         by or on behalf of the Parties.



 


	10.2	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.


 


	11.	INVALID
                                         TERMS



 


	11.1	Each
                                         of the provisions of this Agreement is severable.



 


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



 




    	 	7	 



     

    

 





	 	(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,


 


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.


 


	11.3	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.



 


	12.	TERMINATION



 


This
Agreement is conditional upon the occurrence of the NESR Closing according to the terms set forth in the SPA, without which occurrence
this Agreement is null and void. Otherwise, this Agreement may be terminated only by a mutual written agreement signed by each
of the Parties. Except for the provisions specifically provided for in this Agreement that shall survive termination, this Agreement
shall forthwith become void and there shall be no further liability on the part of any Party for such termination.


 


	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.


 




    	 	8	 



     

    




 


	15.	GOVERNING
                                         LAW



 


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


 


	16.	JURISDICTION;
                                         WAIVER OF TRIAL BY JURY



 


	16.1	In
                                         the event of any dispute or failure to perform by any Party, the Parties agree to submit
                                         any dispute to the federal courts of the State of New York for resolution, and each Party
                                         hereby agrees to and submits to any court with proper jurisdiction in the State of New
                                         York. Because damages may not be an adequate remedy for failure to perform, the Parties
                                         agree that they may seek injunctive relief for enforcement of the provision or this Agreement
                                         in the federal courts of the State of New York or any court of competent jurisdiction.
                                         The Parties agree that no bond shall be required by the Party seeking injunctive relief.



 


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



 




    	 	9	 



     

    

 


SCHEDULE
1


DEFINITIONS
AND INTERPRETATION


 


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



 


“2018
AGM” has the meaning given to it in Section 2.3;


 


“Affiliate”
with respect to any person, means any other person that directly, or indirectly through one or more intermediaries, controls or
is controlled by or is under common control with, such person;


 


“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;


 


“Common
Shares” means the ordinary shares with no par value of the Company;


 


“Company
Group” means the Company and all entities controlled by the Company from time to time;


 


“Confidential
Information” has the meaning given to it in Section 4.1;


 


“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, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, by contract, or otherwise, and “controlled,”
and “controlling” shall be construed accordingly;


 


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


 


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


 


“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;


 


“Lock-Up
Period” has the meaning given to it in Section 3.1;


 


“Lock-Up Shares” has the meaning given
to such term in the SPEA;


 




    	 	10	 



     

    

 


“Necessary
Action” means with respect to a specified result, all actions (to the extent such actions are permitted by Law and,
in the case of any action by the Company that requires a vote or other action on the part of the Board, to the extent such action
is consistent with the fiduciary duties that the Directors may have in such capacity) necessary to cause such result, including
(i) voting or providing a written consent or proxy with respect to Common Shares, (ii) causing the adoption of shareholders’
resolutions and amendments to the Articles of the Company, (iii) executing agreements and instruments, and (iv) making or causing
to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are
required to achieve such result;


 


“NESR
Closing” has the meaning given to such term in the SPA;


 


“NESR
Closing Date” has the meaning given to such term in the SPA;


 


“NESR
Holdings” has the meaning given to it in the Preamble of this Agreement;


 


“NPS” has the meaning given
to it in the Recitals of this Agreement;


 


“NPS
Shares” has the meaning given to it in the Recitals of this Agreement;


 


“Olayan”
has the meaning given to it in the Preamble of this Agreement;


 


“Olayan
EVP” has the meaning given to it in Section 2.2 of this Agreement;


 


“Olayan
Nominee” has the meaning given to it in Section 2.1;


 


“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
to be bound by, this 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;


 


“Proxy
Statement” means the submission by the Company to the U.S. Securities and Exchange Commission to request approval by
the shareholders of the Company to approve the transaction contemplated by the SPA;


 


“Representative”
has the meaning given to it in Section 4.2(b);


 


“Shareholder Instrument” means:


 


	 	(a)	any
    Common Shares;
	 	 	 
	 	(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 Common 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);


 


“Shares”
has the meaning given to it in the SPEA;


 




    	 	11	 



     

    

 


“SPA”
has the meaning given to it in the Recitals of this Agreement; and


 


“SPEA”
has the meaning given to it in the Recitals of this Agreement.


 


	2.	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 $ are references to the lawful currency from time to time of the United States;
	 	 	 
	 	(c)	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;
	 	 	 
	 	(d)	“herein”,
    “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Article,
    Section or other subdivision; and
	 	 	 
	 	(e)	if
    there is any inconsistency between any definition set out in this Schedule and a definition set out in any section or any
    other Schedule, then, for the purposes of construing that section or Schedule, the definition set out in that section or Schedule
    shall prevail.


 


	3.	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.



 




    	 	12	 



     

    

 


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


 





	 	COMPANY:
	 	 
	 	NATIONAL
ENERGY SERVICES REUNITED CORP.

	 	 
	 	By:	 
	 	 Name:	Sherif
Foda
	 	Title:	Chief
    Executive Officer



 


	 	NESR
    HOLDINGS:
	 	 	
	 	NESR
    HOLDINGS LIMITED
	 	 	 
	 	By: 	
	 	Name:	Tom Wood
	 	Title:	Director
	 	 	 
	 	OLAYAN:
	 	 	 
	 	HANA
    INVESTMENTS CO. WLL LTD.
	 	 
	 	By:	 
	 	Name:	
	 	Title:	


 


[Signature
Page to the Relationship Agreement]


 




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