Nine Energy Service, Inc. Sample Contracts

NINE ENERGY SERVICE, INC. [●] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • May 24th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

Nine Energy Service, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [●] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2020 • Nine Energy Service, Inc. • Oil & gas field services, nec • Delaware

This Indemnification Agreement (“Agreement”), dated as of March 31, 2020 is entered into by and between Nine Energy Service, Inc., a Delaware corporation (the “Company”), and Guy Sirkes (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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CREDIT AGREEMENT dated as of September 14, 2017 among NINE ENERGY SERVICE, INC., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Lender, ZB, N.A. dba AMEGY BANK, as Issuing Lender and THE LENDERS PARTY HERETO FROM TIME TO...
Credit Agreement • November 14th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

This Credit Agreement dated as of September 14, 2017 (this “Agreement”) is among Nine Energy Service, Inc., a Delaware corporation (“Borrower”), the Lenders, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent and as an Issuing Lender (each as defined below) and ZB, N.A. dba Amegy Bank (“Amegy”), as an Issuing Lender.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2020 • Nine Energy Service, Inc. • Oil & gas field services, nec • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Nine Energy Service, LLC, a Delaware limited liability company (the “Company”), and Guy Sirkes (“Executive”). Nine Energy Service, Inc., a Delaware corporation (“Parent”), joins this Agreement for the limited purposes of acknowledging and agreeing to the provisions of Sections 4.3, 6.1(b)(iv), 6.1(c), 6.1(d) and 8.1 below.

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Nine Energy Service, Inc. Purchase Agreement
Nine Energy Service, Inc. • October 19th, 2018 • Oil & gas field services, nec • New York

Nine Energy Service, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 8.750% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 25, 2018 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

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MASTER ASSIGNMENT, AGREEMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT
Master Assignment, Agreement • May 19th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

This MASTER ASSIGNMENT, AGREEMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Agreement”) dated as of October 16, 2014, (“Amendment No. 2 Effective Date”) is by and among Beckman Production Services, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), Amegy Bank National Association, Comerica Bank, HSBC Bank USA, National Association, Regions Bank, and Wells Fargo Bank, National Association (each in its individual capacity as a Lender (as defined below), an “Assignor” and collectively, the “Assignors”), IBERIABANK (the “Assignee”), and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, the “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 14th, 2018 • Nine Energy Service, Inc. • Oil & gas field services, nec • Delaware

This Restricted Stock Agreement (this “Agreement”) is made as of , (the “Date of Grant”), between Nine Energy Service, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Employee”).

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CREDIT AGREEMENT dated as of June [ ], 2017 among NINE ENERGY SERVICE, INC. and certain of its subsidiaries, as U.S. Borrowers NINE ENERGY CANADA INC. as Canadian Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent...
Credit Agreement • May 24th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

CREDIT AGREEMENT dated as of June [ ], 2017 (as it may be amended or modified from time to time, this “Agreement”) among NINE ENERGY SERVICE, INC., a Delaware corporation, certain of its Subsidiaries party hereto from time to time, as U.S. Borrowers (collectively, the “U.S. Borrowers”, and each individually, a “U.S. Borrower”), and NINE ENERGY CANADA INC., a corporation organized under the laws of Alberta, Canada, as “Canadian Borrower”, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • May 14th, 2018 • Nine Energy Service, Inc. • Oil & gas field services, nec • Delaware

This Nonstatutory Stock Option Agreement (this “Agreement”) is made as of , (the “Date of Grant”), between Nine Energy Service, Inc., a Delaware corporation (the “Company”), and [●] (“Employee”).

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND US PLEDGE AND SECURITY AGREEMENT
Credit Agreement • May 19th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

This First Amendment to Amended and Restated Credit Agreement and US Pledge and Security Agreement dated as of May 13, 2016 (this “Amendment”) is among (a) Nine Energy Service, Inc., a Delaware corporation (“US Borrower” or the “Company”), (b) Nine Energy Canada, Inc., a corporation organized under the laws of the Province of Alberta, Canada (“Canadian Borrower”; together with the US Borrower, the “Borrowers”), (c) each of the Guarantors party hereto (the “Guarantors”), (d) each of the Lenders party hereto (the “Lenders”), (e) HSBC Bank USA, N.A., as US Administrative Agent and as US Issuing Lender (f) HSBC Bank Canada, as Canadian Issuing Lender and as Canadian Administrative Agent and (g) Wells Fargo Bank, National Association, as Swingline Lender.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 21st, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of November 20, 2017, is among NINE ENERGY SERVICE, INC. a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), the Issuing Lenders and the Lenders.

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COMBINATION AGREEMENT By and Among BECKMAN PRODUCTION SERVICES, INC., BECKMAN MERGER SUB, INC., AND NINE ENERGY SERVICE, INC. Dated as of February 3, 2017
Combination Agreement • May 19th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • Texas

This Combination Agreement, dated as of February 3, 2017 (this “Agreement”), is by and among Beckman Production Services, Inc., a Delaware corporation (“Beckman”), Beckman Merger Sub, Inc., a Delaware corporation (“Beckman Merger Sub”), and Nine Energy Service, Inc., a Delaware corporation (“Nine”).

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AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 19th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

This AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Agreement”) dated as of August 26, 2014, (“Amendment No. 1 Effective Date”) is by and among Beckman Production Services, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below), and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, the “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

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AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • May 19th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

This AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (“Agreement”) dated as of November 21, 2014, (“Amendment No. 3 Effective Date”) is by and among Beckman Production Services, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below), and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, the “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 30, 2014 among NINE ENERGY SERVICE, INC., as US Borrower, NINE ENERGY CANADA INC., as Canadian Borrower, HSBC BANK USA, N.A., as US Administrative Agent and US Issuing Lender, HSBC BANK CANADA, as...
Credit Agreement • May 19th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

This Amended and Restated Credit Agreement dated as of June 30, 2014 (this “Agreement”) is among (a) Nine Energy Service, Inc., a Delaware corporation (“US Borrower” or the “Company”), (b) Nine Energy Canada Inc., a corporation organized under the laws of the Province of Alberta, Canada (“Canadian Borrower” or “NEC Canada” and together with the US Borrower, the “Borrowers”), (c) the Lenders (as defined below), (d) HSBC Bank USA, N.A., as US Administrative Agent and as US Issuing Lender (each as defined below), (e) HSBC Bank Canada, as Canadian Issuing Lender and as Canadian Administrative Agent (each as defined below) and (f) Wells Fargo Bank, National Association, as Swingline Lender (as defined below).

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Nine Energy Service, Inc. 300,000 Units Underwriting Agreement
Underwriting Agreement • January 24th, 2023 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

Nine Energy Service, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), 300,000 units (each, a “Security” and collectively, the “Securities”) that will be issued pursuant to the unit agreement, to be dated as of the Closing Date (as defined below) (the “Unit Agreement”), by and among the Company and U.S. Bank Trust Company, National Association, as units trustee (the “Units Trustee”). Each Security shall consist of (i) five shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (ii) $1,000 principal amount of the Company’s 13.000% Senior Secured Notes due 2028 (the “Notes”) that will be issued pursuant to an Indenture to be dated as of the Closing Date (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”), and U.S. Bank Trust Company, National

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Nine Energy Service, Inc. Equity Distribution Agreement
Distribution Agreement • November 7th, 2023 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

As further set forth in this agreement (this “Agreement”), Nine Energy Service, Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2(b) of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

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SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 7th, 2020 • Nine Energy Service, Inc. • Oil & gas field services, nec • Texas

This SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of June 30, 2020 (this “Amendment”), is entered into by and among (i) Warren Lynn Frazier, an individual and resident of the State of Texas (“Warren Frazier”), Garrett Lynn Frazier 2018 DG Trust, an irrevocable trust (“Garrett Trust”), Derrick Chase Frazier 2018 DG Trust, an irrevocable trust (“Derrick Trust”), and Frazier Family Foundation, Inc., a Texas corporation (and together with Warren Frazier, Garrett Trust and Derrick Trust, collectively, the “Sellers”), (ii) MOTI Holdco, LLC, a Delaware limited liability company (“US Buyer”), and Nine Energy Canada Inc., an Alberta (Canada) corporation (and together with US Buyer, collectively, the “Buyers”), and (iii) Nine Energy Service, Inc., a Delaware corporation (“Buyer Parent”). The Sellers, the Buyers and Buyer Parent are sometimes referred to herein individually as “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the me

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NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • May 2nd, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • Delaware

This Nonstatutory Stock Option Agreement (this “Agreement”) is made as of , (the “Date of Grant”), between Nine Energy Service, Inc., a Delaware corporation (the “Company”), and (the “Director”).

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NINE ENERGY SERVICE, LLC March 30, 2020
Nine Energy Service, Inc. • August 7th, 2020 • Oil & gas field services, nec

This letter (this “Agreement”) memorializes the agreement between you and Nine Energy Service, LLC, a Delaware limited liability company (the “Company”), that, effective as of April 1, 2020, your annualized Base Salary (as such term is defined in that certain Amended and Restated Employment Agreement by and between you and the Company, dated as of November 20, 2018 (the “Employment Agreement”)) will be reduced by 15% to $403,750, less applicable taxes and other withholdings.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 19th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Nine Energy Service, LLC (the “Company”), and Ann Fox (“Executive”).

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MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AUGUST 30, 2019 BY AND BETWEEN BRIGADE ENERGY SERVICES LLC, and NINE ENERGY SERVICE, INC.
Membership Interest Purchase Agreement • September 6th, 2019 • Nine Energy Service, Inc. • Oil & gas field services, nec • Delaware

This Membership Interest Purchase Agreement (this “Agreement”), dated August 30, 2019, is by and between Brigade Energy Services LLC, a Delaware limited liability company (the “Buyer”), and Nine Energy Service, Inc., a Delaware corporation (the “Seller”). Buyer and Seller are sometimes referred to collectively herein as the “Parties” and are each individually referred to herein as a “Party.”

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 26th, 2018 • Nine Energy Service, Inc. • Oil & gas field services, nec • Delaware

This Registration Rights Agreement (this “Agreement”), dated as of October 25, 2018, is adopted, executed and agreed to, for good and valuable consideration, by and among Nine Energy Service, Inc., a Delaware corporation (the “Company”), the undersigned former owners of the equity interests of Magnum Oil Tools International, LTD (“MOTI”), Magnum Oil Tools Canada Ltd. (“MOTC”) and Magnum Oil Tools GP, LLC (the “General Partner” and, together with MOTI and MOTC, “Magnum”) and the other holders that may become party hereto from time to time (each, a “Party” and collectively, the “Parties”).

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SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Separation Agreement and General Release of Claims • March 31st, 2020 • Nine Energy Service, Inc. • Oil & gas field services, nec

This Separation Agreement and General Release of Claims (this “Agreement”) is entered into by and between Clinton Roeder (“Employee”) and Nine Energy Service, LLC, a Delaware limited liability company (the “Company”). Nine Energy Service, Inc., a Delaware corporation (“Nine”), enters into this Agreement for the purpose of acknowledging and agreeing to Sections 1(c) and 12 below.

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NINE ENERGY SERVICE, LLC March 30, 2020
Nine Energy Service, Inc. • August 7th, 2020 • Oil & gas field services, nec

This letter (this “Agreement”) memorializes the agreement between you and Nine Energy Service, LLC, a Delaware limited liability company (the “Company”), that, effective as of April 1, 2020, your annualized Base Salary (as such term is defined in that certain Amended and Restated Employment Agreement by and between you and the Company, dated as of March 27, 2020 (the “Employment Agreement”)) will be reduced by 15% to $323,000, less applicable taxes and other withholdings.

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NINE ENERGY SERVICE, LLC March 30, 2020
Nine Energy Service, Inc. • August 7th, 2020 • Oil & gas field services, nec

This letter (this “Agreement”) memorializes the agreement between you and Nine Energy Service, LLC, a Delaware limited liability company (the “Company”), that, effective as of April 1, 2020, your annualized Base Salary (as such term is defined in that certain Amended and Restated Employment Agreement by and between you and the Company, dated as of November 20, 2018 (as amended by that certain First Amendment, effective as of August 30, 2019, the “Employment Agreement”)) will be reduced by 15% to $255,000, less applicable taxes and other withholdings.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 2nd, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • Delaware

This Restricted Stock Agreement (this “Agreement”) is made as of , (the “Date of Grant”), between Nine Energy Service, Inc., a Delaware corporation (the “Company”), and (the “Director”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 7th, 2019 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

This Supplemental Indenture and Guarantee, dated as of November 23, 2018 (this “Supplemental Indenture” or “Guarantee”), is by and among MOTI Holdco, LLC, a Delaware limited liability company, Magnum Oil Tools GP, LLC, a Texas limited liability company, and Magnum Oil Tools International, LTD, a Texas limited partnership (collectively, the “New Guarantors”), Nine Energy Service, Inc. (together with its successors and assigns, the “Issuer”), each other existing guarantor under the Indenture referred to below and listed on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), paying agent and registrar under such Indenture.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 14th, 2018 • Nine Energy Service, Inc. • Oil & gas field services, nec • Delaware

This Restricted Stock Agreement (this “Agreement”) is made as of , (the “Date of Grant”), between Nine Energy Service, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Director”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 19th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 30, 2014 (the “Effective Date”), by and between Crest Pumping Technologies, LLC, a Delaware limited liability company (the “Company”), and David Crombie (“Executive”). The Company and Executive are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.”

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FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 6th, 2019 • Nine Energy Service, Inc. • Oil & gas field services, nec

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”) is executed and agreed to by and among Nine Energy Service, LLC, a Delaware limited liability company (the “Company”), Nine Energy Service, Inc., a Delaware corporation (“Parent”), and Edward Bruce Morgan (“Executive”), effective as of August 30, 2019 (the “Amendment Effective Date”).

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NINE ENERGY SERVICE, LLC March 30, 2020
Nine Energy Service, Inc. • August 7th, 2020 • Oil & gas field services, nec

This letter (this “Agreement”) memorializes the agreement between you and Nine Energy Service, LLC, a Delaware limited liability company (the “Company”), that, effective as of April 1, 2020, your annualized Base Salary (as such term is defined in that certain Amended and Restated Employment Agreement by and between you and the Company, dated as of November 20, 2018 (the “Employment Agreement”)) will be reduced by 15% to $323,000, less applicable taxes and other withholdings.

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FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 12th, 2019 • Nine Energy Service, Inc. • Oil & gas field services, nec • Texas

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of June 7, 2019 (this “Amendment”), is entered into by and among (i) Warren Lynn Frazier, an individual and resident of the State of Texas (“Warren Frazier”), Garrett Lynn Frazier 2018 DG Trust, an irrevocable trust (“Garrett Trust”), Derrick Chase Frazier 2018 DG Trust, an irrevocable trust (“Derrick Trust”), and Frazier Family Foundation, Inc., a Texas corporation (and together with Warren Frazier, Garrett Trust and Derrick Trust, collectively, the “Sellers”), (ii) MOTI Holdco, LLC, a Delaware limited liability company (“US Buyer”), and Nine Energy Canada Inc., an Alberta (Canada) corporation (and together with US Buyer, collectively, the “Buyers”), and (iii) Nine Energy Service, Inc., a Delaware corporation (“Buyer Parent”). The Sellers, the Buyers and Buyer Parent are sometimes referred to herein individually as “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the mean

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SECURITIES PURCHASE AGREEMENT by and among WARREN LYNN FRAZIER, GARRETT LYNN FRAZIER 2018 DG TRUST, DERRICK CHASE FRAZIER 2018 DG TRUST, and FRAZIER FAMILY FOUNDATION, INC. collectively, as Sellers WARREN LYNN FRAZIER as Seller Representative and MOTI...
Securities Purchase Agreement • October 15th, 2018 • Nine Energy Service, Inc. • Oil & gas field services, nec • Texas

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of October 15, 2018 by and among (i) Warren Lynn Frazier, an individual and resident of the State of Texas (“Warren Frazier”), Garrett Lynn Frazier 2018 DG Trust, an irrevocable trust (“Garrett Trust”), Derrick Chase Frazier 2018 DG Trust, an irrevocable trust (“Derrick Trust”), and Frazier Family Foundation, Inc., a Texas corporation (“Foundation”, and together with Warren Frazier, Garrett Trust and Derrick Trust, each, a “Seller” and, collectively, the “Sellers”), (ii) Warren Frazier, solely in his capacity as Seller Representative (“Seller Representative”), (iii) MOTI Holdco, LLC, a Delaware limited liability company (“US Buyer”), and Nine Energy Canada Inc., an Alberta (Canada) corporation (“Canada Buyer”, and together with US Buyer, collectively, “Buyers”), (iv) Nine Energy Service, Inc., a Delaware corporation (“Buyer Parent”), and (v) solely for the purposes of Section 5.6.2, Section 5.20

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Nine Energy Service, Inc. AND U.S. Bank Trust Company, National Association, as Units Trustee and as Trustee and Paying Agent under the Indenture referred to herein UNIT AGREEMENT Dated as of January 30, 2023
Unit Agreement • February 1st, 2023 • Nine Energy Service, Inc. • Oil & gas field services, nec • New York

UNIT AGREEMENT, dated as of January 30, 2023, by and among Nine Energy Service, Inc., a Delaware corporation (the “Company”), U.S. Bank Trust Company, National Association, acting solely as Units Trustee (as defined below) under this Agreement (as defined below) except to the extent that this Agreement specifically states that the Units Trustee is acting in another capacity, and U.S. Bank Trust Company, National Association, acting as Trustee (as defined below) under the Indenture described below.

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