ex422a5globaltubingllc2n






                        SECOND AMENDED AND RESTATED                   LIMITED LIABILITY COMPANY AGREEMENT                                         OF                              GLOBAL TUBING, LLC                                                                                          This  SECOND  AMENDED  AND  RESTATED  LIMITED  LIABILITY  COMPANY  AGREEMENT  (this  “Agreement”)  of Global  Tubing,  LLC  (the  “Company”),  effective  as  of  October 2, 2017 (the “Effective Date”), is entered into by Forum Global Tubing LLC, as the sole  member of the Company (the “Member”).         WHEREAS, the Company was formed as a limited liability company on April 23, 2007  by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware  pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended  from time to time (the “Act”);          WHEREAS,  the  Company  entered  into  that  certain  Operating  Agreement  of  the  Company dated as of April 30, 2007, and that certain Amended and Restated Limited Liability  Company Agreement of the Company dated July 1, 2013;         WHEREAS, in connection with the closing of that certain Purchase and Sale Agreement  by and among Q-GT (V) Investment Partners, LLC, Forum Energy Technologies, Inc. and solely  for purposes of Section 6.3, 6.10, 6.11, and 6.12 therein, the Company and those other certain  purchase  and  sale  agreements  involving  the  sale  of  Company  equity  by  management,  the  Member became the sole member of the Company; and         WHEREAS,  the  Member  agrees  that  the  membership  in  and  management  of  the  Company shall be governed by the terms set forth herein.         NOW, THEREFORE, the Member agrees as follows:         1.    Name. The name of the Company is Global Tubing, LLC.         2.    Purpose. The purpose of the Company is to engage in any lawful act or activity  for which limited liability companies may be formed under the Act and to engage in any and all  activities necessary or incidental thereto.         3.    Principal Office; Registered Agent.               (a)   Principal  Office.  The  location  of  the  principal  office  of  the  Company  is        501  County  Road  493,  Dayton,  Texas  77535,  or  such  other  location  as  the Board  of        Directors may from time to time designate.               (b)   Registered  Agent.  The  registered  agent  of  the  Company  for  service  of        process in the State of Delaware and the registered office of the Company in the State of                                         1  36289245  





 






         Delaware shall be that person and location reflected in the Certificate of Formation. In        the event the registered agent ceases to act as such for any reason or the registered office        shall change, the Board  of Directors shall promptly designate a  replacement  registered        agent or file a notice of change of address, as the case may be, in the manner provided by        law.         4.    Members.               (a)   Member.  The  Member  owns  100%  of  the  membership  interests  in  the        Company. The name and the business, residence or mailing address of the Member are as        follows:               Name                       Address               Forum Global Tubing LLC    920 Memorial City Way, Suite 1000                                         Houston, Texas 77024               (b)   Additional Members. One or more additional members may be admitted to        the Company with the consent of the Board of Directors. Prior to the admission of any        such  additional  members  to  the  Company,  the Board  of  Directors shall  amend  this        Agreement to make such changes as the Board of Directors shall determine to reflect the        fact that the Company shall have such additional members. Each additional member shall        execute and deliver a supplement or counterpart to this Agreement, as necessary.               (c)   Membership  Interests;  Certificates.  The  Company  will  not  issue  any        certificates to evidence ownership of the membership interests.         5.    Management.               (a)   Authority; Powers and Duties of the Member. The Member shall have the        power to exercise any and all rights or powers granted to it pursuant to the express terms        of  this  Agreement  and  the  Act.  Except  as  otherwise  specifically  provided  by  this        Agreement or required by the Act, the Member, in its capacity as a Member, shall have        no power to act for or on behalf of, or to bind, the Company.               (b)   Manager (Director) Managed Company. The Company shall be managed        by “managers” (as such term is used in the Act) according to the remaining provisions of        this Section 5 and the other relevant provisions of this Agreement. The “managers” are        referred  to  as  “Directors”  throughout  this  Agreement.  The  business  and  affairs  of  the        Company shall  be  managed  by  the  Board  of  Directors  of  the  Company  in  accordance        with this Agreement. Directors need not be a Member of the Company.               (c)   Number  and  Designation  of  Directors.  The  Board  of  Directors  initially        shall be composed of two Directors who shall be Bryan Suprenant and T. Kipp Schmitt.               (d)   Voting  and  Action.  Except as  expressly  otherwise  provided  in  this        Agreement,  all  actions  and  decisions  of  the  Board  of  Directors  shall  be  made  by  a        majority of the total number of Directors.                                         2  36289245  





 






               (e)   Resignation and Removal. Any Director may resign at any time and shall        be  deemed  removed  upon  the  death  or  permanent  disability  of  such  Director.  Each        Director  may  be  removed  and  replaced  at  any  time,  with  or  without  cause,  by  the        Member.               (f)   Vacancies.  Any  resulting  vacancies  on  the  Board  of  Directors  shall  be        filled within 30 days following the event that created such vacancy. Any vacancy shall be        filled by the Member. Subject to Section(d), if the vacancy has not been filled within the        designated  time  period,  any  vote,  consent  or  decision  made  during  such  time  may  be        made without participation of a vacant Director.               (g)   Powers  of  Directors. Subject  to  all  limitations  in  this  Agreement,  the        Board  of  Directors  shall  have  the  power  and  authority  to  manage  and  control  the        Company and to do all things it deems necessary, convenient, or advisable in connection        with the management of the Company.               (h)   Election  of  Officers;  Delegation  of  Authority.  The Board  of  Directors        may,  from  time  to  time,  designate  one  or  more  officers  with  such  titles  as  may  be        designated  by  the Board  of  Directors to  act  in  the  name  of  the  Company  with  such        authority  as  may  be  delegated  to  such  officers  by the Board  of  Directors (each  such        designated person, an “Officer”). Any such Officer shall act pursuant to such delegated        authority until such Officer is removed by the Board of Directors. Any action taken by an        Officer  designated  by  the Board  of  Directors pursuant  to  authority  delegated  to  such        Officer shall constitute the act of and serve to bind the Company. Persons dealing with        the Company are entitled to rely conclusively on the power and authority of any officer        set forth in this Agreement and any instrument designating such officer and the authority        delegated to him or her.                     i.    Without  limiting  the  forgoing  provisions of  this Section 5,  the                          following  individuals  shall  be  designated  Officers  with  the  title                          appearing next to their names:               Officer                    Title               Neal Lux                   President               James L. McCulloch         Executive Vice President and Secretary               Bryan Suprenant            Senior Vice President               John C. Ivascu             Vice President and Assistant Secretary               Pablo Mercado              Treasurer               Denise Torgesen            Assistant Treasurer                                          3  36289245  





 






         6.    Liability of Member and Directors. Except as otherwise required in the Act, the  debts, obligations, and liabilities of the Company, whether arising in contract, tort or otherwise,  shall  be  solely  the  debts,  obligations  and  liabilities  of  the  Company,  and  the  Member and  Directors shall  not  be  obligated  personally  for  any  such  debt,  obligation  or  liability  of  the  Company solely by reason of being the Member or a Director, as applicable, or participating in  the management of the Company.         7.    Indemnification.               (a)   Except  as  limited by applicable law and subject to the provisions of this        Section 6, each Member, Director, and Officer of the Company (each an “Indemnitee”)        shall be entitled to be indemnified and held harmless against any and all losses, liabilities,        and  reasonable  expenses,  including  attorneys’  fees,  arising  from  proceedings in  which        such  Indemnitee  may  be  involved,  as  a  party  or  otherwise,  by  reason  of  its  being  a        Member,  Director, or  Officer  of  the  Company,  or  by  reason  of  its  involvement  in  the        management of the affairs of the Company, whether or not it continues to be such at the        time  any  such  loss,  liability  or  expense  is  paid  or  incurred; provided, however,  that  no        Indemnitee shall be indemnified under this Section 6 if there has been a final and non-       appealable  judgment  entered  by  a  court  of  competent  jurisdiction  determining  that,  in        respect of the matter for which such person is seeking indemnification or seeking to be        held harmless hereunder, and taking into account the acknowledgments  and agreements        set forth in this Agreement, such person engaged in a bad faith violation of the implied        contractual covenant of good faith and fair dealing implied by the Act (or in the case of an        Officer,  such  Officer’s  actions  constituted  a  violation  of  Section  145  of  the  General        Corporation Law of the State of Delaware if the Company were organized as a corporation        under the laws of the State of Delaware and the Member was its stockholder). The rights        of indemnification provided in this Section 6 shall be in addition to any rights to which an        Indemnitee may otherwise be entitled by contract or as a matter of law and shall extend to        such  Indemnitee’s  successors  and  assigns.  In  particular,  and  without  limitation  of  the        foregoing,  an  Indemnitee  shall  be  entitled  to  indemnification  by  the  Company  against        reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee        in  connection  with  the  defense  of  any  action  to  which  the  Indemnitee  may  be  made  a        party (without regard to the success of such defense), to the fullest extent permitted under        the provisions of the Act or any other applicable statute.               (b)   Except as limited by applicable law, expenses incurred by an Indemnitee in        defending  any  proceeding,  including  a  proceeding  by  or  in  the  right  of  the  Company        (except a proceeding by or in the right of the Company against such Indemnitee), shall be        paid by the Company in advance of the final disposition of the proceeding upon receipt of        a written undertaking by or on behalf of such Indemnitee to repay such amount if such        Indemnitee is determined pursuant to this Section 6 or  adjudicated to  be  ineligible  for        indemnification,  which  undertaking  shall  be  an  unlimited  general  obligation  of  the        Indemnitee  but  need  not  be  secured  and  shall  be  accepted  without  regard  to  the        financial ability of the Indemnitee to make repayment.               (c)   The indemnification provided by this Section 6 shall inure to the benefit of        the heirs and personal representatives of each Indemnitee.                                         4  36289245  





 






               (d)   No  amendment  or  repeal  of  the  provisions  of  this Section 6 which        adversely affects the rights of any Indemnitee under this Section 6 with respect to the acts        or omissions of such Indemnitee at any time prior to such amendment or repeal shall apply        to such Indemnitee without the written consent of such Indemnitee.               (e)   Any indemnification pursuant to this Section 6 shall be made only out of        the assets of the Company and shall in no event cause the Member to incur any personal        liability nor shall it result in any liability of the Member to any third party.               (f)   To the maximum extent permitted by applicable law, the Member will not,        in its capacity as a member, nor any of its affiliates, nor any of their respective employees,        agents, directors, managers, and officer, nor any Director be liable to the Company or any        other person for losses sustained or liabilities incurred as a result of any act or omission        including any breach of a duty (fiduciary or otherwise), that such person may have taken        or omitted with respect to the Company or such other person, unless there has been a final        and  non-appealable  judgment  entered  by  a  court  of  competent  jurisdiction  determining        that, in respect of such act or omission, and taking into account the acknowledgements and        agreements set forth in this Agreement, such person engaged in a bad faith violation of the        implied  contractual  covenant  of  good  faith  and  fair  dealing. THE  MEMBER        RECOGNIZES THAT SUCH EXCULPATION FROM LIABILITY RELATES TO        ACTS  OR  OMISSIONS  THAT  MAY  GIVE  RISE  TO  ORDINARY,        CONCURRENT, OR COMPARATIVE NEGLIGENCE. Notwithstanding anything in        this Agreement to the contrary, nothing in Section 5(h)i or Section 6 shall limit or waive        any claims against, actions, rights to sue, other remedies, or other recourse the Company,        the  Member,  or  any  other  person  may  have  against  the Member,  any  Director,  or  any        Officer for a breach of contract claim relating to any binding agreement.               (g)   The Member, in its capacity as the Member, each of its Affiliates, and each        of their respective employees, agents, directors, managers, and officers, and each Director        shall  be  fully  protected  in  relying  good  faith, and  shall  incur  no  liability  in  acting  or        refraining  from  acting,  upon  the  records  of  the  Company  and  upon  such  resolutions,        certificates,  instruments,  information,  opinions,  reports,  statements,  notices,  requests,        consents, orders, bonds, debentures, signatures, or writings reasonably believed by it to be        genuine and presented to the Company, and may rely on a certificate signed by an officer,        agent, or representative, of, any person as to matters it reasonably believes are within the        professional  or  expert  competence  of  such  person  and  who  has  been  selected  with        reasonable care by or on behalf of the Company, including such documents, certificates,        information,  opinions,  reports,  or  statements  as  to  the  value  and  amount  of  the  assets,        liabilities, income, loss or any other facts pertinent to the existence and amount of assets        from which distributions to the member might properly be paid, in each case, unless there        has been a final and non-appealable judgment entered by a court of competent jurisdiction        determining that, in respect of such reliance, action or inaction, such person acted in bad        faith.               (h)   The Company hereby acknowledges that an Indemnitee may have certain        rights  to  indemnification,  advancement  of  expenses  and/or  insurance  provided  by  the        Member  or its affiliates  (collectively,  the  “Other  Indemnitees”).  The  Company  hereby                                         5  36289245  





 






         agrees and acknowledges (i) that it is the indemnitor of first resort (i.e., its obligations to        any  Indemnitee  hereunder  are  primary  and  any  obligation  of  the  Other  Indemnitors  to        advance  expenses  or  to  provide  indemnification  for  the  same  expenses  or  liabilities        incurred by an Indemnitee are secondary to the Company), (ii) that it shall be required to        advance the full amount of expenses incurred by an Indemnitee and shall be liable for the        full amount of all expenses, judgments, penalties, fines, and amounts paid in settlement to        the extent legally permitted and as required by the terms of this Agreement (or any other        agreement between the Company and such Indemnitee), without regard to any rights such        Indemnitee may have against the Other Indemnitors, and (iii) that it irrevocably waives,        relinquishes, and releases the Other Indemnitors from any and all claims against the Other        Indemnitors  for  contribution,  subrogation,  or  any  other  recovery  of  any  kind  in  respect        thereof,  the  Company  further  agrees  that  no  advancement  or  payment  by  the  Other        Indemnitors  on  behalf  of  an  Indemnitee  with  respect  to  any  claim  for  which  such        Indemnitee has sought indemnification from the Company shall affect the foregoing and        the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent        of such advancement or payment to all of the rights of recovery of an Indemnitee against        the Company. The Other Indemnitors are express third party beneficiaries of the terms of        this Section 6.               (i)   Unless there is a specific finding such person’s actions constituted a bad        faith violation of such person’s implied covenant of good faith and fair dealing (or in the        case of an Officer, such Officer’s actions constituted a violation of Section 145 of the        General Corporation Law of the State of Delaware if the Company were organized as a        corporation  under  the  laws  of  the  State  of  Delaware  and  the  Member  was  its        stockholder),  or in  any  such  case where  any  such  finding  is  an  essential  element  of a        judgment or order, the termination of any action, suit or proceeding by judgment, order        of settlement, or upon a plea of nolo contendere or its equivalent, will not, of itself, create        a presumption for the purposes of this Agreement as to whether such person committed a        bad faith violation of any such implied covenant of good faith and fair dealing (or, in the        case of an Officer, as to whether such Officer committed a violation of Section 145 of the        General Corporation law of the State of Delaware).          8.    Initial  Capital  Contributions.  The  Member  hereby  agrees  to  contribute  to  the  Company such cash, property or services as determined by the Member.         9.    Tax Status; Income and Deductions.               (a)   Tax  Status.  As  long  as  the  Company  has  only  one  member,  it  is  the        intention of the Company and the Member that the Company be treated as a disregarded        entity  for  federal  and  all  relevant  state  tax  purposes  and  neither  the  Company  nor  the        Member shall take any action or make any election which is inconsistent with such tax        treatment.  All  provisions  of  this  Agreement  are  to  be  construed  so  as  to  preserve  the        Company's tax status as a disregarded entity.               (b)   Income  and  Deductions.  All  items  of  income,  gain,  loss,  deduction  and        credit of the Company (including, without limitation, items not subject to federal or state                                         6  36289245  





 






         income tax) shall be treated for federal and all relevant state income tax purposes as items        of income, gain, loss, deduction and credit of the Member.         10.   Distributions. Distributions shall be made to the Member at the times and in the  amounts determined by the Member.         11.   Dissolution; Liquidation.               (a)   The Company shall dissolve, and its affairs shall be wound up upon the        first  to  occur  of  the  following:  (i) the  written  consent  of  the  Member  or  (ii) any  other        event or circumstance giving rise to the dissolution of the Company under Section 18-801        of the Act, unless the Company's existence is continued pursuant to the Act.               (b)   Upon  dissolution  of  the  Company,  the  Company  shall  immediately        commence to wind up its affairs and the Member shall promptly liquidate the business of        the Company. During the period of the winding up of the affairs of the Company, the        rights and obligations of the Member under this Agreement shall continue.               (c)   In the event of dissolution, the Company shall conduct only such activities        as are necessary to wind up its affairs (including the sale of the assets of the Company in        an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to        creditors,  to  the  extent  otherwise  permitted  by  law,  in  satisfaction  of  liabilities  of  the        Company  (whether  by  payment  or  the  making  of  reasonable  provision  for  payment        thereof); and (ii) thereafter, to the Member.               (d)   Upon the completion of the winding up of the Company, the Member shall        file a Certificate of Cancellation in accordance with the Act.         12.   Miscellaneous.               (a)   Amendments. Amendments to this Agreement may be made only with the        consent of the Member.               (b)   Governing  Law.  This  Agreement  shall  be  governed  by  the  laws  of  the        State of Delaware.               (c)   Severability.  In  the  event  that  any  provision  of  this  Agreement  shall  be        declared to be invalid, illegal or unenforceable, such provision shall survive to the extent        it is not so declared, and the validity, legality and enforceability of the other provisions        hereof shall not  in  any  way be affected or impaired thereby, unless  such action would        substantially  impair  the  benefits  to  any  party  of  the  remaining  provisions  of  this        Agreement.                                Signature Page Follows.                                          7  36289245  





 






         IN WITNESS WHEREOF, the undersigned has executed this Agreement to be effective  as of the date first above written.                                                FORUM GLOBAL TUBING LLC                                                                                      By:   ________________________                                      Name: James W. Harris                                      Title: President           [Signature Page to the Second Amended and Restated Limited Liability Company Agreement]