NCS Multistage Holdings, Inc. Sample Contracts

] Shares NCS MULTISTAGE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 17th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • October 13th, 2022 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 6, 2022 (the “Effective Date”), by and between Michael Morrison (“Executive”) and NCS Multistage Holdings, Inc. (the “Company”).

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CREDIT AGREEMENT dated as of August 7, 2014 Among PIONEER INTERMEDIATE, INC. as Parent, PIONEER INVESTMENT, INC. as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender, and an Issuing Lender, HSBC BANK CANADA,...
Credit Agreement • March 9th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • New York

This CREDIT AGREEMENT dated as of August 7, 2014 (the “Agreement”) is among (a) Pioneer Investment, Inc., a Delaware corporation (the “Borrower”), (b) Pioneer Intermediate, Inc., a Delaware corporation (the “Parent”), (c) the Lenders (as defined below), (d) Wells Fargo Bank, National Association as Administrative Agent (as defined below) for the Lenders, as an Issuing Lender (as defined below) and as Swing Line Lender (as defined below) and (e) HSBC Bank Canada, as an Issuing Lender.

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FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Form of Director Indemnification Agreement • April 17th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●] between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 11th, 2020 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • New York

This Second Amended and Restated Credit Agreement dated as of May 1, 2019 (the “Agreement”) is among (a) Pioneer Investment, Inc., a Delaware corporation (“US Borrower”), (b) NCS Multistage Inc., a corporation incorporated pursuant to the laws of the Province of Alberta, Canada (the “Canadian Borrower”; and together with the US Borrower, collectively, the “Borrowers”), (c) NCS Multistage Holdings, Inc., a Delaware corporation (the “Parent”) (d) Pioneer Intermediate, Inc., a Delaware corporation (“Intermediate Parent” and together with the Parent, collectively, the “Parent Guarantors”), (e) the Lenders (as defined below), (f) Wells Fargo Bank, National Association, as Swing Line Lender (as defined below), the Issuing Lender (as defined below), and as the US Administrative Agent (as defined below) for the Lenders, and (g) Wells Fargo Bank, National Association, Canadian Branch, as the Canadian Administrative Agent (as defined below) for the Lenders.

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NCS MULTISTAGE HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of May 3, 2017, by and among NCS Multistage Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), the Advent Stockholders (as hereinafter defined) and the Management Holders (as hereinafter defined) and the other signatories hereto who execute an agreement to bound to this Agreement in the form of Exhibit A hereto from time to time.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Texas

NCS Multistage Holdings, Inc., a Delaware corporation (“Company” and, together with any direct or indirect Subsidiaries of the Company, the “Company Group”), and Wade Bitter (the “Employee”) enter into this Amended and Restated Employment Agreement (this “Agreement”) dated as of February 1, 2017 (the “Effective Date”).

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NCS MULTISTAGE HOLDINGS, INC. 2017 Equity Incentive Plan Stock Option Award Agreement
Stock Option Award Agreement • March 9th, 2018 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Stock Option Award Agreement (this “Agreement”) is made by and between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), effective as of [ ] (the “Date of Grant”).

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NCS MULTISTAGE HOLDINGS, INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • March 9th, 2018 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), effective as of [ ] (the “Date of Grant”).

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NCS MULTISTAGE HOLDINGS, INC. Stock Option Award Agreement
Stock Option Award Agreement • April 17th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Stock Option Award Agreement (this “Agreement”) is made by and between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”).

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NCS MULTISTAGE HOLDINGS, INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • March 4th, 2019 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), effective as of [ ] (the “Date of Grant”).

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • March 9th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • New York

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Agreement”) dated as of December 22, 2015, (the “Effective Date”) is by and among Pioneer Intermediate, Inc., a Delaware corporation (the “Parent”), Pioneer Investment, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and each other Person party hereto.

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AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 9th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • New York

This AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Agreement”) dated as of April 15, 2015, (the “Effective Date”) is by and among Pioneer Intermediate, Inc., a Delaware corporation (the “Parent”), Pioneer Investment, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as an issuing lender (in such capacity, the “US Issuing Lender”) and as swing line lender (in such capacity, the “Swing Line Lender”), and HSBC Bank Canada, as an issuing lender (in such capacity, the “Canadian Issuing Lender” and together with the US Issuing Lender, the “Issuing Lenders”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 9th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated and effective as of December 22, 2015, by and among (i) Pioneer Super Holdings, Inc., a Delaware corporation (the “Corporation”), and (ii) Advent-NCS Acquisition Limited Partnership (“Purchaser”).

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NCS MULTISTAGE HOLDINGS, INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • April 17th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•], 2017 (the “Date of Grant”).

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Pioneer Super Holdings, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • March 9th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Texas

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”) by and between Pioneer Super Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”) is made effective as of , 2012 (the “Date of Grant”).

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CALL RIGHTS AGREEMENT
Call Rights Agreement • April 17th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Alberta

WHEREAS pursuant to a stock redemption and purchase agreement (the “Purchase Agreement”) effective as of January 1, 2011 between Exchangeco, NCS US, NCS Energy Services, Inc., a Texas corporation, each of the shareholders of NCS Energy Services, Inc., Cemblend, and each of the shareholders of Cemblend, Exchangeco issued exchangeable shares (the “Exchangeable Shares”) to Cemblend where such Exchangeable Shares were exchangeable, under certain circumstances, for Common Units of NCS US;

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NCS MULTISTAGE HOLDINGS, INC. Equivalent Stock Unit Award Agreement
Equivalent Stock Unit Award Agreement • March 8th, 2019 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Equivalent Stock Unit Award Agreement (this “Agreement”) is made by and between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), effective as of [ ] (the “Date of Grant”).

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AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 20th, 2018 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • New York

This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of February 16, 2018, (the “Effective Date”) is by and among NCS Multistage Holdings, Inc., a Delaware corporation (the “Parent”), Pioneer Intermediate, Inc., a Delaware corporation (the “Intermediate Parent”), Pioneer Investment, Inc., a Delaware corporation (the “US Borrower”), NCS Multistage Inc., a corporation incorporated pursuant to the laws of the Province of Alberta, Canada (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the subsidiaries of the US Borrower party hereto (together with the Parent and the Intermediate Parent, each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below) party hereto, Wells Fargo Bank, National Association, as US administrative agent (in such capacity, the “US Administrative Agent”) for the Lenders, Swing Line Lender, and Issuing Lender, Wells Fargo Bank, National Association, Canadian Branch, as Canadian

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NCS MULTISTAGE HOLDINGS, INC. Equivalent Stock Unit Award Agreement
Equivalent Stock Unit Award Agreement • March 4th, 2019 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Equivalent Stock Unit Award Agreement (this “Agreement”) is made by and between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), effective as of [ ] (the “Date of Grant”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 1st, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • New York

This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 31, 2017, (the “Effective Date”) is by and among NCS Multistage Holdings, Inc., a Delaware corporation (the “Parent”), Pioneer Intermediate, Inc., a Delaware corporation (the “Intermediate Parent”), Pioneer Investment, Inc., a Delaware corporation (the “US Borrower”), NCS Multistage Inc., a corporation incorporated pursuant to the laws of the Province of Alberta, Canada (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the subsidiaries of the US Borrower party hereto (together with the Parent and the Intermediate Parent, each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below) party hereto, Wells Fargo Bank, National Association, as US administrative agent (in such capacity, the “US Administrative Agent”) for the Lenders, Swing Line Lender, and Issuing Lender, Wells Fargo Bank, National Association, Canadian Branch, as Canadian ad

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AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 10th, 2018 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • New York

This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 9, 2018, (the “Effective Date”) is by and among NCS Multistage Holdings, Inc., a Delaware corporation (the “Parent”), Pioneer Intermediate, Inc., a Delaware corporation (the “Intermediate Parent”), Pioneer Investment, Inc., a Delaware corporation (the “US Borrower”), NCS Multistage Inc., a corporation incorporated pursuant to the laws of the Province of Alberta, Canada (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the subsidiaries of the US Borrower party hereto (together with the Parent and the Intermediate Parent, each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below) party hereto, Wells Fargo Bank, National Association, as US administrative agent (in such capacity, the “US Administrative Agent”) for the Lenders, Swing Line Lender, and Issuing Lender, Wells Fargo Bank, National Association, Canadian Branch, as Canadian ad

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EXCHANGE AGREEMENT
Exchange Agreement • April 17th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Alberta

WHEREAS pursuant to a stock redemption and purchase agreement (the “Purchase Agreement”) effective as of January 1, 2011 between Exchangeco, NCS US, NCS Energy Services, Inc., a Texas corporation, each of the shareholders of NCS Energy Services, Inc., Cemblend. and each of the shareholders of Cemblend, Exchangeco issued exchangeable shares (the “Exchangeable Shares”) to Cemblend where such Exchangeable Shares were exchangeable, under certain circumstances, for Common Units of NCS US;

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AGREEMENT AND PLAN OF MERGER by and among NCS MULTISTAGE HOLDINGS, INC., PIONEER INVESTMENT, INC.,
Agreement and Plan of Merger • August 30th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 30, 2017, is made by and among Spectrum Tracer Services, LLC, an Oklahoma limited liability company (the “Company”), NCS Multistage Holdings, Inc., a Delaware corporation (“Pioneer Parent”), Pioneer Investment, Inc., a Delaware corporation and indirect wholly owned subsidiary of Pioneer Parent (“Pioneer Investment”), Spartan Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Pioneer Investment (“Merger Sub” and together with Pioneer Parent and Pioneer Investment, each, a “Pioneer Party” and collectively, the “Pioneer Parties”), and STSR LLC, an Oklahoma limited liability company, solely in its capacity as the Representative. The parties to this Agreement are each referred to individually as a “Party” and are collectively referred to as the “Parties.”

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CONTRIBUTION AGREEMENT
Contribution Agreement • September 1st, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Contribution Agreement (this “Agreement”), dated as of August 31, 2017, is made by and among NCS Multistage Holdings, Inc., a Delaware corporation (“Pioneer Parent”), each of the members of Spectrum Tracer Services, LLC, an Oklahoma limited liability company (the “Company”), executing this Agreement as of the date of this Agreement and listed on Exhibit B attached hereto (each of whom is herein referred to as a “Rollover Company Member” and all of whom are collectively referred to as the “Rollover Company Members” collectively with Pioneer Parent, the “Parties”), and solely for the purposes of Article VI and Section 7.05, Steve. A. Faurot and Glenn Brown.

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NCS MULTISTAGE HOLDINGS, INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • August 9th, 2017 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), effective as of [ ], 2017 (the “Date of Grant”).

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NCS MULTISTAGE HOLDINGS, INC. Performance Stock Unit Award Agreement
Performance Stock Unit Award Agreement • March 9th, 2018 • NCS Multistage Holdings, Inc. • Oil & gas field services, nec • Delaware

This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), effective as of [ ] (the “Date of Grant”).

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