20,000,000 Units National Energy Services Reunited Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
The undersigned, National Energy Services Reunited Corp., a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 6th day of June 2018, by and among National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”) and SV3 Holdings PTE LTD, a company incorporated in Singapore (the “Investor” or “SV3”).
WARRANT AGREEMENTWarrant Agreement • May 17th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
Agreement made as of May 11, 2017 between National Energy Services Reunited Corp., a British Virgin Islands company, with offices at 777 Post Oak Blvd., Suite 800, Houston, Texas 77056 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Warrant Agent”).
21,000,000 Units National Energy Services Reunited Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
The undersigned, National Energy Services Reunited Corp., a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 17th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
This Agreement is made as of May 11, 2017, by and between National Energy Services Reunited Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 25th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2017, by and among National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”) and NESR Holdings Ltd., a British Virgin Islands company (the “Investor”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • May 8th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
Agreement made as of ______, 2017 between National Energy Services Reunited Corp., a British Virgin Islands company, with offices at 777 Post Oak Blvd., Suite 800, Houston, Texas 77056 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
NATIONAL ENERGY SERVICES REUNITED CORP. Road Town Tortola British Virgin Islands February 9, 2017National Energy Services Reunited Corp. • March 29th, 2017 • Blank checks • Virgin Islands
We are pleased to accept the offer NESR Holdings Ltd. (the “Subscriber”) has made to purchase an aggregate of 5,750,000 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”), up to 750,000 of which Shares are subject to complete or partial forfeiture (the “Forfeiture”) by you if the underwriters of the initial public offering (the “IPO”) of National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding such Shares, are as follows:
INSIDER LETTER AGREEMENTInsider Letter Agreement • May 17th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), and one warrant (“Warrant”) to purchase one-half of one Ordinary Share at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein are defined in paragraph 15 here
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 8th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
This Agreement is made as of ________, 2017, by and between National Energy Services Reunited Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into on June 5, 2018 by and between National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), and Hana Investments Co. WLL, formed under the laws of Bahrain (“Olayan”) (each of Olayan and the Company to be referenced hereinafter as a “Party” or collectively as “Parties”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 25th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
This Agreement is made as of ________, 2017, by and between National Energy Services Reunited Corp. (the “Company”) and Computershare Trust Company, N.A., as Trustee (“Trustee”).
LOAN AGREEMENTLoan Agreement • June 12th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec • New York
This Loan Agreement (this “Agreement”) is dated effective as of June 5, 2018 (the “Effective Date”) and is between HANA INVESTMENTS CO. WLL, a company existing under the laws of Bahrain (“Lender”) and NATIONAL ENERGY SERVICES REUNITED CORP., a corporation existing under the laws of the British Virgin Islands (“Borrower,” and together with Lender, the “Parties” and each, a “Party”).
LOAN CONTRACT FOR INVESTMENTLoan Contract for Investment • November 16th, 2017 • National Energy Services Reunited Corp. • Blank checks • Texas
This Loan Contract for Investment (“Agreement”), dated as of September 21, 2017, is entered into by and between NESR Holdings Ltd., a BVI corporation (“NESR Holdings”) and the person identified below executing this Agreement (“Investor”).
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 17th, 2017 • National Energy Services Reunited Corp. • Blank checks • Virgin Islands
THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated May 11, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), and NESR Holdings Ltd., a British Virgin Islands company (the “Purchaser”).
NATIONAL ENERGY SERVICES REUNITED CORP. WAHA CAPITAL PJSC RELATIONSHIP AGREEMENT CONTENTSRelationship Agreement • June 12th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec • New York
Words and expressions used in this agreement (the Agreement) shall be interpreted in accordance with Schedule 1 (Definitions and Interpretation).
NATIONAL ENERGY SERVICES REUNITED CORP. NESR HOLDINGS LIMITED HANA INVESTMENTS CO. WLL RELATIONSHIP AGREEMENT CONTENTSRelationship Agreement • June 12th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec • New York
Consent AgreementConsent Agreement • February 22nd, 2019 • National Energy Services Reunited Corp. • Oil & gas field services, nec • London
LOCK-UP AGREEMENTLock-Up Agreement • June 12th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec • Texas
This Lock-Up Agreement (this “Agreement’) is dated as of June 6, 2018, by and between National Energy Services Reunited Corp., a corporation existing under the laws of the British Virgin Islands (“NESR”) and SV3 Holdings PTE LTD, a company incorporated in Singapore (“SV3”).
National Energy Services Reunited Corp. (NESR) 777 Post Oak Blvd. 7th Floor Houston Texas 77056 United States of AmericaNational Energy Services Reunited Corp. • June 12th, 2018 • Oil & gas field services, nec
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 30th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of 27 April, 2018, (the “Effective Date”) between National Energy Services Reunited Corp., a company formed in the British Virgin Islands (the “Company”), and MEA Energy Investment Company 2 Ltd., a Cayman Islands company (“MEA”).
FORM OF LEAD INVESTOR LETTER AGREEMENTLead Investor Letter Agreement • April 25th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in connection with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), and Maxim Group LLC, as representative of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), and one warrant to purchase one-half of one Ordinary Share at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein are defined in paragraph 6 hereof.
National Energy Services Reunited Corp.National Energy Services Reunited Corp. • May 17th, 2017 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of National Energy Services Reunited Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), NESR Holdings Ltd. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 777 Post Oak Blvd., Suite 800, Houston, Texas 77056 (or any successor location). In exchange therefore, the Company shall pay NESR Holdings Ltd. the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. NESR Hol
NATIONAL ENERGY SERVICES REUNITED CORP. AL NOWAIS INVESTMENTS LLC RELATIONSHIP AGREEMENT CONTENTSRelationship Agreement • June 12th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec • New York
Words and expressions used in this agreement (the Agreement) shall be interpreted in accordance with Schedule 1 (Definitions and Interpretation).
VOTING AGREEMENTVoting Agreement • November 16th, 2017 • National Energy Services Reunited Corp. • Blank checks • Texas
This VOTING AGREEMENT (this “Agreement”), dated as of November ____, 2017, is entered into by and among National Energy Services Reunited Corp., a company organized under the laws of the British Virgin Islands (the “Company”), NESR Holdings Ltd., a company organized under the laws of the British Virgin Islands (“NESR Holdings”), and SV3 Holdings PTE LTD., a company organized under the laws of the Republic of Singapore (“SV3”).
National Energy Services Reunited Corp.National Energy Services Reunited Corp. • April 25th, 2017 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of National Energy Services Reunited Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), NESR Holdings Ltd. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 777 Post Oak Blvd., Suite 800, Houston, Texas 77056 (or any successor location). In exchange therefore, the Company shall pay NESR Holdings Ltd. the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. NESR Hol
MUBADARAH INVESTMENTS LLCStock Purchase Agreement • November 16th, 2017 • National Energy Services Reunited Corp. • Blank checks • England and Wales
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Parties hereby agree as follows:
NATIONAL ENERGY SERVICES REUNITED CORP. AL NOWAIS INVESTMENTS LLC FORM OF RELATIONSHIP AGREEMENT CONTENTSAgreement • November 16th, 2017 • National Energy Services Reunited Corp. • Blank checks • New York
SHARES PURCHASE EXCHANGE AGREEMENTRelationship Agreement • June 12th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec • New York
Words and expressions used in this Relationship Agreement (the “Agreement”) shall be interpreted in accordance with Schedule 1 (Definitions and Interpretation).
SHARES EXCHANGE AGREEMENTShares Exchange Agreement • November 16th, 2017 • National Energy Services Reunited Corp. • Blank checks
This Shares Exchange Agreement (“Agreement”) is entered into on November 12, 2017 (“Effective Date”) between NESR Holdings, a corporation formed under the laws of the British Virgin Islands (“NESRH”) and National Energy Services Reunited Corp, a company incorporated in the British Virgin Islands with its registered address at 171 Main Street, Road Town, Tortola, VB1110, British Virgin Islands (“NESR Corp”) (each of NESRH and NESR Corp to be referenced hereafter as “Party” or collectively as “Parties”)
VOTING AGREEMENTVoting Agreement • June 12th, 2018 • National Energy Services Reunited Corp. • Oil & gas field services, nec
This VOTING AGREEMENT (this “Agreement”), dated as of June 6, 201 8, is entered into by and among National Energy Services Reunited Corp., a company organized under the laws of the British Virgin Islands (the “Company’’), NESR Holdings Ltd ., a company organized under the laws of the British Virgin Islands (“NESR Holdings “) , and SV3 Holdings PTE LTD., a company organized under the laws of the Republic of Singapore (“SVJ”) .
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 16th, 2017 • National Energy Services Reunited Corp. • Blank checks
This STOCK PURCHASE AGREEMENT, dated effective 12 November, 2017 (the “Agreement”), by and among National Energy Services Reunited Corp., a corporation existing under the laws of the British Virgin Islands (“NESR”), Hana Investments Co. WLL, formed under the laws of Bahrain and with its registered address at Office 205, Building 111, Manama Center, Road 383, Block 304, Bahrain (“Olayan” and together with NESR, the “Purchaser”), NPS Holdings Limited, a company limited by shares existing under the laws of the Dubai International Financial Centre (the “Company”) and the shareholders of the Company listed on the signature pages hereof under the heading “Selling Stockholders” (collectively, the “Selling Stockholders”).
