National
Energy Services Reunited Corp. (NESR)

777 Post Oak Blvd.

7th Floor

Houston

Texas 77056

United States of America


 


     6      
  June 2018


 


Dear
Sirs,


 


The
persons whose names appear on the signature pages to this letter (the Selling Stockholders) refer to the Stock Purchase
Agreement dated 12 November 2017 between NESR, Hana Investments Co. WLL, NPS Holdings Limited (NPS) and the Selling
Stockholders (the Agreement). Unless otherwise defined herein, capitalised terms in this letter shall have the meanings
given to those terms in the Agreement.


 


Subject
to and conditional upon:


 


	(a)	the
    satisfaction of NESR’s obligations on the NESR Closing Date (other than as such obligations are varied on the terms
    of this letter); and
	 	 
	(b)	(in
    addition to the receipt by the Selling Stockholders of an aggregate amount of US$13,411,501.00 from NPS on the NESR Closing
    Date, in accordance with the Agreement) receipt by the Selling Stockholders of an aggregate amount equal to US$5,240,403.50
    (to be apportioned amongst the Selling Stockholders in the amounts set forth in the Annex hereto) from NPS, as soon as possible
    but in any case on or prior to 3 July 2018 (the NPS Payment),


 


the
Selling Stockholders agree that US$8,692,961.00 of the Receivable Amount that is payable by NESR to the Selling Stockholders on
the NESR Closing Date is hereby waived and, accordingly, shall not be payable by NESR on the NESR Closing Date.


 


The
NPS Payment shall be made in consideration for the fees, costs and expenses incurred by the Selling Stockholders in connection
with the transactions contemplated under the Agreement.


 


No
failure or delay by any Selling Stockholder in exercising any right or remedy provided by law or under the Agreement as a result
of or in connection with the terms of this letter shall impair such right or remedy or operate or be construed as a waiver or
variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy
shall preclude any further exercise of it or the exercise of any other remedy.


 


This
letter shall not operate or be construed as a further or continuing waiver of any breach, or subsequent breach, by NESR of any
of its obligations under the Agreement and each Selling Shareholder reserves all of its rights and remedies in relation to any
breach of the Agreement.


 


This
letter may be executed in one or more counterparts and by each party on separate counterparts and each such counterpart shall
comprise an original, but all counterparts shall together constitute one and the same instrument.


 




    	 



    	 



    

 


This
letter and any non-contractual obligations arising out of or in connection with this letter shall be governed by, and construed
in accordance with, English law.


 


Yours
faithfully,


 


/s/Abdulaziz
Al Delaimi


 



Abdulaziz
Al Delaimi


 


/s/Hussein
Al Nowais


 



Authorised
signatory

Name:Hussein Al Nowais

for and on behalf of

Al Nowais Investments LLC


 


/s/Ahmed
A Attiga


 






Authorised
signatory


Name:
Ahmed A Attiga, PhD


for
and on behalf of


Arab
Petroleum Investments Corporation


 


/s/Michael
Raynes


 



Authorised
signatory

Name:Michael Raynes

for and on behalf of

Castle SPC Limited


 


/s/Fahad
Abdulla Bin Dekhayel


 






Fahad
Abdulla Bin Dekhayel


 


/s/Zahid
Kamal


 



Authorised
signatory

Name:Zahid Kamal

for and on behalf of

OFS Investments Limited


 




    	 



    	 



    

 


ANNEX


 


	Selling Stockholder	 	Amount (US$)	 
	Arab Petroleum Investments Corporation	 	 	2,265,027.50	 
	OFS Investments Limited	 	 	1,643,283.00	 
	Al Nowais Investments LLC	 	 	565,642.50	 
	Castle SPC Limited	 	 	565,642.50	 
	Fahad Abdulla Bindekhayel	 	 	133,870.00	 
	Abdulaziz Aldelaimi	 	 	66,938.00	 
	Total	 	 	5,240,403.50