EX-10.9




 Exhibit 10.9 
 FORM OF REGISTRATION RIGHTS AGREEMENT 
 THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of [•], 2013, by and among Frank’s International N.V., a limited liability company organized and existing under the laws of the laws of the Netherlands
(naamloze vennootschap) (the “Company”), Mosing Holdings, Inc., a Delaware corporation (“Mosing Holdings”), and FWW B.V., a private limited liability company organized and existing under the
laws of The Netherlands (besloten vennootschap) (“FWW”) (each a “Party” and collectively, the “Parties”). 

W I T N E S S E T H: 
 WHEREAS, in connection with, and in consideration of, the transactions contemplated by the Company’s Registration Statement on Form S-1, (File No. 333-188536) initially filed with the
Commission (as hereinafter defined) on May 10, 2013 and declared effective by the Commission under the Securities Act (as hereinafter defined) on [•], 2013, the Holders (as hereinafter defined) have requested, and the Company has agreed to
provide, registration rights with respect to the Registrable Securities (as hereinafter defined), as set forth in this Agreement. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows: 
 Section 1. Definitions 

Unless otherwise defined herein, as used in this Agreement, the following terms have the following meanings: 

“Automatic Shelf Registration Statement” means a registration statement filed on Form S-3 (or successor form or
other appropriate form under the Securities Act) by a WKSI pursuant to General Instruction I.D. or I.C. (or other successor or appropriate instruction) of such forms, respectively. 

“Business Day” means any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York
are authorized or obligated by law to close. 
 “Capital Stock” means the Common Stock and Preferred
Stock. 
 “Commission” means the Securities and Exchange Commission. 

“Common Stock” means the common stock, par value €0.01 per share, of the Company (or successor entity),
together with each class of security into which such common stock may be converted or for which such common stock may be exercised or exchanged. 
 “Entity” means any corporation, limited liability company, general partnership, limited partnership, venture, trust, business trust, unincorporated association, estate or other
entity. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 








 “FICV Portions” has the meaning set forth in the Registration
Statement on Form S-1 (File No. 333-188536). 
 “Governmental Authority” means any United States,
foreign, supra-national, federal, state, provincial, local or self-regulatory governmental, regulatory or administrative authority, agency, division, body, organization or commission or any judicial or arbitral body. 

“Holder” means any Party owning Registrable Securities. 

“Initiating Holder(s)” has the meaning set forth in Section 2(a). 

“FWW” has the meaning set forth in the preamble. 

“Mosing Holdings” has the meaning set forth in the preamble. 

“Party” has the meaning set forth in the preamble. 

“Person” means any individual or Entity. 

“Preferred Stock” means the Series A preferred stock, par value €0.01 per share, of the Company (or
successor entity). 
 “Prospectus” has the meaning set forth in Section 5(a). 

“Registering Stockholder” means any Holder of Registrable Securities giving the Company a notice pursuant to
Section 2 or Section 3 hereof requesting that the Registrable Securities owned by it be included in a proposed registration. 
 “Registrable Securities” means any shares of Common Stock held by the Holders from time to time, including any shares of Common Stock issuable upon exchange of FICV Portions or
conversion of Preferred Stock (even if such exchange or conversion shall not have yet occurred), other than shares of Common Stock (a) sold by a Holder in a transaction in which the Holder’s rights under this Agreement are not assigned,
(b) sold pursuant to an effective registration statement under the Securities Act, (c) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act (including transactions under Rule 144, or
a successor thereto, promulgated under the Securities Act) so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale, or (d) that can be publicly sold by the Holder in
question without limitations on the manner of such sale and without volume limitations pursuant to Rule 144, or a successor thereto. 
 “Registration Expenses” means, except for Selling Expenses (as hereinafter defined), all expenses incurred by the Company in effecting any registration pursuant to this Agreement,
including all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such
registration and the reasonable fees and disbursements of one special legal counsel to represent all of the Holders together. 

  
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 “Registration Statement” has the meaning set forth in
Section 5(a). 
 “Rule 144” has the meaning set forth in Section 8. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 
 “Selling Expenses” means all underwriting discounts and selling commissions applicable to
the securities sold in a transaction or transactions registered on behalf of the Holders. 
 “Shelf Registration
Statement” shall mean a registration statement of the Company filed with the Commission on Form S-3 (or any successor form or other appropriate form under the Securities Act) 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. 
 “Transfer” means a disposition, sale, assignment, transfer, exchange, pledge or the grant of a security interest or other encumbrance. 

“Violation” has the meaning set forth in Section 7(a). 

“WKSI,” or a well-known seasoned issuer, has the meaning set forth in Rule 405 under the Securities Act.

 Section 2. Demand Registration Rights 
 (a) General. If the Company shall receive from any Holder or group of Holders, at any time after six (6) months after the date of the consummation of the Company’s initial public
offering, a written request that the Company file a registration statement with respect to any of such Holder’s Registrable Securities or, in the event that a Shelf Registration Statement covering such Holders’ Registrable Securities is
already effective, a written request that the Company engage in an underwritten offering (an “Underwritten Offering”) in respect of such Holder’s Registrable Securities (the sender(s) of such request or any similar
request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to
the limitations of this Section 2, use its commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act of the sale of all Registrable Securities that the Holders request to be
registered and/or the Underwritten Offering of all Registrable Securities that the Holders request to be offered pursuant to such Underwritten Offering. Notwithstanding the foregoing, if the Initiating Holders’ Registrable Securities that are
desired to be sold in an Underwritten Offering are subject to an effective Shelf Registration Statement, neither the Company nor the Initiating Holders shall be required to include in such Underwritten Offering other Registrable Securities that are
not subject to an effective Shelf Registration Statement to the extent that such inclusion would result in a material delay in the consummation of the Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Initiating
Holders may request that the Company register the sale of such Registrable Securities on an appropriate form, including a Shelf Registration Statement (so long as the Company is eligible to use Form S-3) and, if the Company is a WKSI, an Automatic
Shelf Registration Statement. The Company shall not be obligated to take any action to effect any such registration: 

  
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 (i) after it has effected six (6) Underwritten Offerings pursuant to this
Section 2 in which all Registrable Securities requested to be included therein will be included; provided that the Holders shall no longer collectively hold at least 10% of the outstanding Capital Stock of the Company; 

(ii) within ninety (90) days after the completion of any Underwritten Offering pursuant to this Section 2; 

(iii) during the period starting with the date thirty (30) days prior to its good faith estimate of the date of filing of, and ending
on a date sixty (60) days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan
or to a Commission Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; 

(iv) where the anticipated aggregate offering price of all securities included in such offering is equal to or less than fifty million
dollars ($50,000,000); or 
 (v) if the Company shall furnish to such Holders a certificate signed by the President of the
Company stating that in the good faith judgment of the board of directors of the Company it would be seriously detrimental to the Company and its equity holders for such registration statement to be filed at the time filing would be required and it
is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Holders, provided that the
Company shall not defer its obligation in this manner or pursuant to Section 2(a)(iii) for more than an aggregate one hundred twenty (120) days in any twelve (12) month period. 

(b) Underwriting. In connection with any Underwritten Offering, the Company (together with all Holders proposing to distribute
their 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 Holders in their sole discretion. Notwithstanding any
other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of
Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The
shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such
other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. 

  
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 If any Holder of Registrable Securities disapproves of the terms of the underwriting, such
Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other
Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional
Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include
securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. 

Section 3. Piggyback Registrations 
 (a) General. If, at any time or from time to time after the date hereof, the Company proposes to register the sale of any of its securities for its own account or for the account of any third
person in connection with an underwritten offering of its securities to the general public for cash on a form which would permit the registration of Registrable Securities, the Company will: 

(i) promptly give to each Holder written notice thereof; and 
 (ii) include in such registration and in the underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within ten (10) days after mailing or
personal delivery of such written notice from the Company, by any Holders (except that (A) if the underwriter determines that marketing factors require a shorter time period and so inform each Holder in the applicable written notice, such
written request or requests must be made within five (5) days and (B) in the case of an “overnight” offering or a “bought deal,” such written request or requests must be made within one (1) Business Day), except as
set forth in Section 3(b); provided, however, that the Company may withdraw any registration statement described in this Section 3 at any time before it becomes effective, or postpone or terminate the offering of securities
under such registration statement, without obligation or liability to any Holder. 
 (b) Underwriting. The right of any
Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.
All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting
by the Company. Notwithstanding any other provision of this Section 3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Holders whose
securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be so limited and shall be allocated first, to the Company;
second, if there remains additional availability for additional Common Stock to be included in such offering, among all Holders in proportion, as nearly as practicable, to the respective amounts of


  
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Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement, and third, if there remains availability for additional
securities to be included in such offering, pro rata among any other persons who have been granted registration rights, or who have requested participation in the offering. 
 If any Holder disapproves of the terms of any such underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. If by the withdrawal of such Registrable
Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have
included Registrable Securities in the registration the right to include additional shares of Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3(b). 

Section 4. Selection of Counsel; Registration Expenses 

(a) The Holders of a majority of the shares of Registrable Securities included in any offering pursuant to Section 2 or 3 hereof
shall have the right to designate legal counsel to represent all of the Holders in connection therewith. 
 (b) All Registration
Expenses incurred in connection with any registration, filing, qualification or compliance pursuant to Sections 2 and 3 shall be borne by the Company. All Selling Expenses relating to the sale of securities registered by the Holders shall be borne
by the Holders of such securities pro rata on the basis of the number of shares so sold. 
 Section 5. Further
Obligations 
 (a) In connection with any registration of the sale of shares of Registrable Securities under the Securities
Act pursuant to this Agreement, the Company will consult with each Holder whose Registrable Securities is to be included in any such registration concerning the form of underwriting agreement (and shall provide to each such Holder the form of
underwriting agreement prior to the Company’s execution thereof) and shall provide to each such Holder and its representatives such other documents (including correspondence with the Commission with respect to the registration statement and the
related securities offering) as such Holder shall reasonably request in connection with its participation in such registration. The Company will furnish each Registering Stockholder whose Registrable Securities is registered thereunder and each
underwriter, if any, with a copy of the registration statement and all amendments thereto and will supply each such Registering Stockholder and each underwriter, if any, with copies of any prospectus forming a part of such registration statement
(including a preliminary prospectus and all amendments and supplements thereto, the “Prospectus”), in such quantities as may be reasonably requested for the purposes of the proposed sale or distribution covered by such
registration. In the event that the Company prepares and files with the Commission a registration statement on any appropriate form under the Securities Act (a “Registration Statement”) providing for the sale of Registrable
Securities held by any Registering Stockholder pursuant to its obligations under this Agreement, the Company will: 

  
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 (i) prepare and file with the Commission such Registration Statement with respect to such
Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and, upon the request of the Holders of a majority of the shares of Registrable Securities registered thereunder, keep such
Registration Statement effective until the participating Holder or Holders have completed the distribution described in such Registration Statement, which may include sales from time to time for an indefinite period of time pursuant to Rule 415
under the Securities Act (or any similar rule that may be adapted by the Commission); 
 (ii) prepare and file with the
Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as
so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in
accordance with the intended methods of disposition by the participating Holder or Holders thereof set forth in such Registration Statement or supplement to such Prospectus; 
 (iii) promptly notify the Registering Stockholders and the managing underwriters, if any, (A) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission or any state securities commission for amendments or supplements to a Registration Statement or
related Prospectus or for additional information, (C) of the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that
purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose, and (E) of the existence of any fact which results in a Registration Statement, a Prospectus or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact
required to be stated therein or necessary to make the statements therein not misleading; 
 (iv) use commercially reasonable
efforts to promptly obtain the withdrawal of any order suspending the effectiveness of a Registration Statement; 
 (v) if
requested by the managing underwriters or a Registering Stockholder, promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters or the Registering Stockholders holding a majority of the
Registrable Securities being sold by Registering Stockholders agree should be included therein relating to the sale of such Registrable Securities, including without limitation information with respect to the amount of Registrable Securities being
sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and
make all required filings of such Prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 

  
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 (vi) furnish to such Registering Stockholder and each managing underwriter at least one
signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)
(provided, however, that any such document made available by the Company through EDGAR shall be deemed so furnished); 
 (vii) deliver to such Registering Stockholders and the underwriters, if any, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such
persons or entities may reasonably request; 
 (viii) prior to any public offering of Registrable Securities, register or qualify
or cooperate with the Registering Stockholders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of
such jurisdictions within the United States as any Registering Stockholder or underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the applicable Registration Statement; provided, however, that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so required to be qualified
or to take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject; 
 (ix) cooperate with the Registering Stockholders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold
pursuant to such Registration Statement and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least one (1) Business
Day prior to any sale of Registrable Securities to the underwriters; 
 (x) if any fact described in subparagraph (iii)(E)
above exists, promptly prepare and file with the Commission a supplement or post-effective amendment to the applicable Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein not misleading; 
 (xi) cause all Registrable Securities covered by the Registration Statement to be listed on
each securities exchange or automated quotation system on which similar securities issued by the Company are then listed; 

(xii) provide a CUSIP number for all Registrable Securities included in such Registration Statement, not later than the effective date of
the applicable Registration Statement; 
 (xiii) enter into such agreements (including an underwriting agreement in form
reasonably satisfactory to the Company) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities, including customary participation of management; and


  
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 (xiv) make available for inspection by a representative of the Registering Stockholders
whose Registrable Securities are being sold pursuant to such Registration Statement, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Registering Stockholders or
underwriter, all financial and other records and any pertinent corporate documents and properties of the Company reasonably requested by such representative, underwriter, attorney or accountant in connection with such Registration Statement;
provided, however, that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such persons or entities unless disclosure of such records, information or
documents is required by court or administrative order. 
 (b) Notwithstanding anything to the contrary in this Agreement, to the
extent the Company is a WKSI, at the time any Registrable Securities are registered pursuant to Section 2 hereof, and the Initiating Holders so request, the Company shall file an Automatic Shelf Registration Statement which covers those shares
of Registrable Securities which are requested to be registered within five (5) Business Days after receipt of such request. If the Company does not pay the filing fee covering the shares of Registrable Securities at the time the Automatic Shelf
Registration Statement is filed, the Company agrees to pay such fee at such time or times as the shares of Registrable Securities are to be sold. If the Automatic Shelf Registration Statement has been outstanding for at least three (3) years,
at the end of the third year the Company shall file a new Automatic Shelf Registration Statement covering the shares of Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it
is not a WKSI, the Company shall use its commercially reasonable efforts to file a new Shelf Registration Statement on Form S-3 (or amend the Automatic Shelf Registration Statement to a form that the Company is eligible to use) and keep such
registration statement effective during the period during which such registration statement is required to be kept effective. 

(c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of an event of the kind described in
Section 5(a)(iii)(B) through Section 5(a)(iii)(E), such Holder will immediately discontinue disposition of shares of Registrable Securities pursuant to a Shelf Registration Statement or an Automatic Shelf Registration Statement until such
stop order is vacated or such Holder receives a copy of the supplemented or amended Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the reasonable expense of the Company) all copies in its possession, other
than permanent file copies then in such Holder’s possession, of the Prospectus covering such shares of Registrable Securities at the time of receipt of such notice. 
 Section 6. Further Information Furnished by Holders 
 It shall be a
condition precedent to the obligations of the Company to take any action pursuant to Sections 2 through 5 that the Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended
method of disposition of such securities as shall be required to effect the registration of the sale of their Registrable Securities. 

  
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 Section 7. Indemnification 

In the event any shares of Registrable Securities are included in a registration statement under Section 2 or 3: 

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of the officers, directors, partners
and agents of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or Exchange Act, against any losses, claims,
damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of
or are based upon any of the following statements, omissions or violations (collectively a “Violation”): any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein
not misleading; or any violation or alleged violation by the Company or any officer, director, employee, advisor or affiliate thereof of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law, and the Company will reimburse each such Holder, officer, director, partner or agent, underwriter or controlling Person for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned, delayed or denied), nor shall the Company be liable in any such case for
any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such
registration by any such Holder or underwriter. 
 (b) To the extent permitted by law, each Holder will, if shares of Registrable
Securities held by such Person are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each legal counsel and
independent accountant of the Company, each Person, if any, who controls the Company within the meaning of the Securities Act, each underwriter (within the meaning of the Securities Act) of the Company’s securities covered by such a
registration statement, any Person who controls such underwriter, and any other Holder selling securities in such registration statement and each of its directors, officers, partners or agents or any Person who controls such Holder, against any
losses, claims, damages, or liabilities (joint or several) to which the Company or any such underwriter, other Holder, director, officer, partner or agent or controlling Person may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such
underwriter, other Holder, officer, director, partner or agent or controlling Person in connection with investigating or defending any such loss, claim, 

  
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damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld, conditioned, delayed or denied); and provided, that in no event shall any indemnity under
this Section 7(b) exceed the net proceeds from the offering received by such Holder. 
 (c) Promptly after receipt by an
indemnified party under this Section 7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by
the indemnifying party, if the indemnified party shall have been advised by counsel that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests
between such indemnified party and any other party represented by such counsel in such proceeding. The failure of any indemnified party to notify an indemnifying party within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying party of liability to the indemnified party under this Section 7 only to the extent that such failure to give notice shall materially prejudice the indemnifying party in the
defense of any such claim or any such litigation, but the omission so to notify the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 7. 

(d) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the
other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the
offering received by such Holder. 
 (e) The obligations of the Company and the Holders under this Section 7 shall survive
completion of any offering of Registrable Securities pursuant to a registration statement. 

  
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 (f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with any registration provided for under Sections 2 or 3 are in conflict with the foregoing provisions of this Section 7, the provisions in such underwriting
agreement shall control. 
 Section 8. Rule 144 Reporting 

With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act (“Rule
144”) and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration, the Company agrees to use commercially reasonable efforts to:

 (a) make and keep public information available (as those terms are understood and defined in Rule 144) at all times after the
date hereof; 
 (b) file with the Commission in a timely manner all reports and other documents required of the Company under the
Exchange Act; and 
 (c) furnish to any Holder, forthwith upon request, (i) a written statement by the Company that it has
complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company (provided, however, that any such report or document described in this subsection (iii) made available by the Company through EDGAR shall be deemed so furnished), and
(iv) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission which permits the selling of any such securities without registration or pursuant to such form. 

Section 9. Assignment of Rights 
 The provisions hereof will inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, except as otherwise provided
herein; provided, however, that the registration rights granted hereby may be transferred only (i) by operation of Law or (ii) to any Person to whom a Holder transfers Registrable
Securities, provided that any such transferee shall not be entitled to rights pursuant to Section 2 or 3 hereof unless such transferee of registration rights hereunder agrees to be bound by the terms and conditions hereof and
executes and delivers to the Company an acknowledgment and agreement to such effect. 
 Section 10. Amendment of
Registration Rights 
 Any provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities or securities convertible into Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Holder and
the Company. 

  
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 Section 11. Expiration, Termination and Delay of Registration 

(a) The Company shall have no further obligations pursuant to this Agreement at such time as no shares of Registrable Securities are
outstanding after their original issuance; provided, that the Company’s obligations under Sections 7 and 14 (and any related definitions) shall remain in full force and effect following such time. 

(b) No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or implementation of this Agreement. 
 Section 12.
Limitations on Subsequent Registration Rights 
 From and after the date hereof, the Company may, without the prior
written consent of the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which provides such holder or prospective holder of securities of the Company registration rights that conflict with
those granted to the Holders hereby. 
 Section 13. “Market Stand-off” Agreement 

In connection with any Underwritten Offering pursuant to this Registration Rights Agreement, each Holder hereby agrees that it will not,
to the extent requested by the Company and an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Registrable Securities, except securities included in such registration, during the period beginning fourteen
(14) days prior to the expected date of “pricing” of such offering and continuing for a period not to exceed one hundred eighty (180) days with respect to the initial public offering or ninety (90) days with respect to any
offering subsequent to the initial public offering beginning on the date of such final prospectus (or prospectus supplement if the offering is made pursuant to a Shelf Registration Statement), and it will enter into agreements with the managing
underwriters, if any, in connection with any such sale to give effect to the foregoing; provided, however, that all other Persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements. In
order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the
end of such one hundred eighty (180)-day or ninety (90)-day period. 
 Section 14. Miscellaneous 

(a) Notices. All notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to
have been duly given and received when delivered by overnight courier or hand delivery, when sent by telecopy, or five (5) days after mailing if sent by registered or certified mail (return receipt requested) postage prepaid, to the Parties at
the following addresses (or at such other address for any Party as shall be specified by like notices, provided that notices of a change of address shall be effective only upon receipt thereof). 

  
 13 










 If to the Company, at: 

10260 Westheimer Rd., Suite 700 
 Houston, Texas 77042 
 Attention: General Counsel 

If to any Holder of Registrable Securities, to such Person’s address as set forth on the records of the Company. 

(b) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. 
 (c) Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 
 (d) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER
THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. 
 (e) Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable. 
 (f) Entire Agreement. This Agreement is intended by
the Parties as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement supersedes all prior written or oral
agreements and understandings between the Parties with respect to such subject matter. 
 (g) Securities Held by the Company
or its Subsidiaries. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage. 
 (h) Termination. This Agreement
shall terminate when no shares of Registrable Securities remain outstanding; provided that Sections 4 and 7 shall survive any termination hereof. 

  
 14 










 (i) Specific Performance. The parties hereto recognize and agree that money damages
may be insufficient to compensate the Holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of
any such breach. 
 [Signature pages follow] 

  
 15 










 IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed as of the date first above written. 
  

	
	FRANK’S INTERNATIONAL N.V.
	
	 By:
                                        
                                         
         

	 Name: Donald Keith Mosing

	 Title: Managing director

	
	MOSING HOLDINGS, INC.
	
	
By:                           
                                         
                       

	 Name:

	 Title:

	
	FWW B.V.
	
	 By:
                                        
                                         
         

	 Name: Donald Keith Mosing

	 Title: Managing Director A

	
	 By:
                                        
                                         
         

	 Name: Intertrust (Netherlands) B.V.

	 Title: Managing Director B

	
	
By:                           
                                         
                       

	 Name:

	 Title: Proxy Holder

	
	
By:                           
                                         
                       

	 Name:

	 Title: Proxy Holder



 Signature Page to Registration Rights Agreement