Common use of Lock-Up Agreement Clause in Contracts

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) below, without the prior written consent of Parent, no Stockholder shall: (i) directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (any of the foregoing described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related Fund. (b) In addition to the limitations set forth in Section 5(a), each Stockholder further agrees that during the Term, such Stockholder shall not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stock.

Lock-Up Agreement. Concurrent with the execution, and as a condition to the effectiveness, of this Agreement, Optionee has executed the Lock-Up Agreement in the form attached hereto as Exhibit B. Optionee further agrees, if requested by the Company and/or any underwriters managing the Company’s Public Offering of the Common Stock (but only if the Lock-Up Agreement attached hereto as Exhibit B is no longer in effect) or any subsequent offering of securities of the Company (an “Offering”), to enter into a lock-up agreement in the form prepared by the Company and/or the underwriters pursuant to which Optionee will not (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released lend, offer, pledge, sell, contract to sell, sell any other former stockholders of Pxxxxx from option or contract to purchase, purchase any similar lock-up provisions under option or contract to sell, grant any other agreement regarding any Parent Common Stock (the “Lock-Up Period”)option, except only as expressly provided in Section 5(c) belowright or warrant to purchase, without the prior written consent of Parentor otherwise transfer or dispose of, no Stockholder shall: (i) directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Shares Common Stock or enter any securities of the Company convertible into or exercisable or exchangeable for the Common Stock (and excluding any contract, option shares subsequently purchased by Optionee on the open market or other agreement with respect toin such offering), or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (iib) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (such Common Stock, whether any of the foregoing such transaction described in clause (ia) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related Fund. (b) In addition above is to be settled by delivery of the limitations set forth Common Stock or other securities, in Section 5(a), each Stockholder further agrees that during the Term, such Stockholder shall not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund of such Stockholdercash or otherwise, without the prior written consent of Parentthe Company or the underwriter, if provided that such Person, immediately following lock-up time period shall not exceed 180 days from the consummation effective date of such Transferinitial public offering, shallor, directly or indirectlyin the case of subsequent offerings of securities, Beneficially Own more than five percent (5%) 90 days from the effective date of such subsequent offering and any extension required by rules and regulations applicable to the outstanding Parent Common Stockunderwriters; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither any initial public offering or any such Stockholder nor its representatives knewsubsequent offering, the Company’s executive officers, directors and would not be reasonably expected to know, that the purchaser of Cortec also enter into such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxxlock-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Globalup agreement; and HongHua Groupprovided further that no lock-up shall be required with respect to any filing of a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), or the filing of a Form S-8 or other applicable form under the Securities Act for the purpose of registering shares of common stock issuable under any Company equity incentive plan. Notwithstanding anything in this Section 5(b) In addition, Optionee waives any registration rights he or she may have with respect to any Offering of the Common Stock, whether pursuant to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation Stockholders Agreement or other similar transaction that is made to all holders of Parent Common Stockotherwise.

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) belowEach Holder hereby agrees that it will not, without the prior written consent of Parentthe managing underwriter, no Stockholder shall: during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate any shares of Common Stock or otherwise dispose of any securities convertible into or encumber any legal exercisable or Beneficial Ownership in any exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the Acquisition Shares IPO Registration Statement or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (such securities, whether any of the foregoing such transaction described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested above is to be settled by Parent to effectuate such Transfer to a Related Fund. (b) In addition delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the limitations set forth in Section 5(a)IPO, each Stockholder further agrees that during the Term, such Stockholder shall not Transfer apply to the sale of any Acquisition Shares: (i) shares to any Personan underwriter pursuant to an underwriting agreement, other than and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide IPO are intended third-party tender offerbeneficiaries of this Section 2.9 and shall have the right, mergerpower, consolidation and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or other similar transaction that is made are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of Parent Common Stockshares subject to such agreements.

Lock-Up Agreement. The Employee is a holder of shares of common stock of the Company ("Common Stock"). The Employee understands that the Company has conducted a public offering of Units, each Unit consisting of two shares of Common Stock and one Warrant to purchase one share of Common Stock, in an offering to be managed by The Shemano Group, Inc. (the "Underwriter"), as described in a registration statement filed with the Securities and Exchange Commission (the "SEC") (such registration statement, as may be amended, is referred to herein as the "Registration Statement"). The Employee hereby agrees as follows, provided this Agreement has not been terminated and the Employee remains employed by the Company: (a) During the period commencing on the Closing Date date the Registration Statement is declared effective by the SEC (the "Effective Date") and ending on April 28, 2005 (such period herein referred to as the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “"Lock-Up Period”"), except only the Employee will not, directly or indirectly, through an "affiliate", "associate" (as expressly provided such terms are defined in Section 5(cthe General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act")), a family member or otherwise, offer, sell, pledge, hypothecate, grant an option for sale or otherwise dispose of, or transfer or grant any rights with respect thereto in any manner (either privately or publicly pursuant to Rule 144 of the General Rules and Regulations under the Securities Act, or otherwise) belowany shares of Common Stock of the Company or any other securities of the Company, including but not limited to any securities convertible or exchangeable into shares of Common Stock of the Company or options or rights to acquire Common Stock of the Company directly or indirectly owned or controlled by the Employee on the date hereof or hereafter acquired by the Employee pursuant to a stock split, stock dividend, recapitalization or similar transaction or otherwise acquired by the Employee in a private transaction (the "Securities"), or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock or other securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, during the Lock-Up Period, without the Underwriter's prior written consent; provided, however, that (A) such Securities may be sold or otherwise transferred in a private transaction during the Lock-Up Period so long as the acquirer of the Securities, by written agreement with the Company entered into at the time of acquisition and delivered to the Underwriter prior to the consummation of such acquisition, agrees to be bound by the terms of this agreement and (B) such Securities may be sold or otherwise transferred through intra-family transfers or transfers to trusts for estate planning purposes during the Lock-Up Period without the Company's consent so long as the acquirer of the Securities, by written agreement with the Company entered into at the time of acquisition and delivered to the Company prior to the consummation of such acquisition, agrees to be bound by the terms of this agreement. (b) The Employee hereby agrees to not exercise any registration rights relating to any Securities until after termination of the Lock-Up Period, without the prior written consent of Parent, no Stockholder shall: (i) directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (any of the foregoing described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related FundCompany. (bc) In addition The Employee hereby agrees to the limitations set forth in Section 5(a), each Stockholder further agrees that during placement of a legend on the Term, such Stockholder shall not Transfer any Acquisition Shares: (i) certificates representing the Securities to any Person, other than a Related Fund of such Stockholder, without indicate the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than five percent (5%) restrictions on resale of the outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated Securities imposed by this agreement and/or the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that entry of stop transfer orders with the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) transfer agent and the registrar of the outstanding Parent Common Stock following Company's securities against the consummation transfer of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker the Securities except in compliance with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stockagreement.

Lock-Up Agreement. (a) During In consideration of the issuance of common stock of Acquisition Co. in exchange for the Subject Shares (the “Acquisition Co. Shares”) to each of the Stockholders pursuant to the terms of the Merger Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding any registration of the Acquisition Co. Shares under the Securities Act of 1933, as amended (the “Securities Act”), each Stockholder agrees that, during the period commencing on beginning from the Closing Date Effective Time (as defined in the Merger Agreement) and ending on continuing for ninety (90) days thereafter (as the earlier of (isame may be extended pursuant to this Section 2(a), the “Release Date”) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up up Period”), except only as expressly provided in Section 5(c) beloweach Stockholder will not, without the prior written consent of Parent, no Stockholder shall: (i) directly or indirectly, transferthrough an “affiliate” or “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act), a family member or otherwise, (a) offer, sell, offercontract to sell, exchangepledge, hypothecate, encumber, assign, pledgetender, gift, donate make any short sale or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Shares of, or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers or understanding with respect to anotherthe sale or other disposition or transfer or grant any rights with respect to any Acquisition Co. Shares, in whole privately or in partpublicly, any pursuant to Rule 144 of the economic consequences General Rules and Regulations under the Securities Act or otherwise, or (b) engage directly or indirectly in any transaction the likely result of ownership of the Acquisition Shares which would involve a transaction prohibited by clause (any of a), except as permitted by Section 2(e) below. Notwithstanding the foregoing described in clause (i) above and provisions of this clause (iiSection 2(a), at the request of underwriters or the managing underwriter in connection with a “Transfer”); or (iii) publicly disclose proposed transaction or public offering by Acquisition Co., each Stockholder will agree to extend the intention to do any Lock-up Period for a term consistent with the period for which the Chief Executive Officer of the foregoing. in each case, other than to a Related Fund Acquisition Co. enters into an agreement imposing on his shares of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related FundAcquisition Co. Common Stock similar restrictions on transfer. (b) In addition The foregoing restriction is expressly agreed to preclude each of the limitations set forth Stockholders from engaging in Section 5(a)any hedging or other transaction which is designed to, each or reasonably expected to lead to, or result in, a sale or disposition of the Acquisition Co. Shares even if such shares would be disposed of by someone other than the Stockholders. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Acquisition Co. Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Acquisition Co. Shares. (c) Each Stockholder further represents and agrees that during the Term, such Stockholder shall he has not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shalltaken and will not take, directly or indirectly, Beneficially Own more than five percent (5%) any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the outstanding Parent Common Stockprice of any security of Acquisition Co. to facilitate the sale or resale of the Acquisition Co. Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Acquisition Co. Shares or any related securities. (d) Each Stockholder acknowledges and agrees that, prior to the Release Date, any additional Acquisition Co. Shares acquired by such Stockholder, including in connection with the exercise of any options, may not be sold or otherwise transferred, notwithstanding that a registration statement may be effective with respect thereto. (e) Notwithstanding the foregoing restrictions on transfer, each Stockholder may transfer all or any part of his Acquisition Co. Shares (i) to the other Stockholder (provided, however, that no transfer may be in respect of any Contingent Share Rights); (ii) by will or intestacy, (iii) to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder, provided that any such restriction transfer shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreementinvolve a disposition for value, or (Ciii) open-market sales through in a brokerprivate transaction prior to the Release Date so long as the acquirer of Acquisition Co. Shares, provided that for Transfers pursuant by written agreement with Acquisition Co. entered into at the time of acquisition and delivered to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected Acquisition Co. prior to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) acquisition, agrees to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that bound by the purchaser of such Acquisition Shares would be a Competitorrestrictions set forth herein. For purposes of this Agreementletter agreement, “Competitorimmediate family” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxxshall mean any relationship by blood, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energymarriage or adoption, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited not more remote than first cousin. Any Stockholder may pledge Acquisition Co. Shares to secure indebtedness incurred by such Stockholder (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) such amount as is necessary to pay taxes or estimated taxes related to the contraryMerger), Stockholder may Transfer any such pledge to be subject to the prior written approval of Acquisition Shares pursuant to any bona fide third-party tender offerCo., merger, consolidation or other similar transaction that is made to all holders of Parent Common Stockwhich approval shall not be unreasonably withheld.

Lock-Up Agreement. (a) During In consideration of the issuance of common stock of Acquisition Co. in exchange for the Subject Shares (the “Acquisition Co. Shares”) to each of the Stockholders pursuant to the terms of the Merger Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding any registration of the Acquisition Co. Shares under the Securities Act of 1933, as amended (the “Securities Act”), each Stockholder agrees that, during the period commencing on beginning from the Closing Date Effective Time (as defined in the Merger Agreement) and ending on continuing for ninety (90) days thereafter (as the earlier of (isame may be extended pursuant to this Section 2(a), the “Release Date”) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up up Period”), except only as expressly provided in Section 5(c) beloweach Stockholder will not, without the prior written consent of Parent, no Stockholder shall: (i) directly or indirectly, transferthrough an “affiliate” or “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act), a family member or otherwise, (a) offer, sell, offercontract to sell, exchangepledge, hypothecate, encumber, assign, pledgetender, gift, donate make any short sale or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Shares of, or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers or understanding with respect to anotherthe sale or other disposition or transfer or grant any rights with respect to any Acquisition Co. Shares, in whole privately or in partpublicly, any pursuant to Rule 144 of the economic consequences General Rules and Regulations under the Securities Act or otherwise, or (b) engage directly or indirectly in any transaction the likely result of ownership of the Acquisition Shares which would involve a transaction prohibited by clause (any of a), except as permitted by Section 2(e) below. Notwithstanding the foregoing described in clause (i) above and provisions of this clause (iiSection 2(a), at the request of underwriters or the managing underwriter in connection with a “Transfer”); or (iii) publicly disclose proposed transaction or public offering by the intention Company, each Stockholder will agree to do any extend the Lock-up Period for a term consistent with the period for which the Chief Executive Officer of the foregoing. in each case, other than to a Related Fund Acquisition Co. enters into an agreement imposing on his shares of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related FundAcquisition Co. Common Stock similar restrictions on transfer. (b) In addition The foregoing restriction is expressly agreed to preclude each of the limitations set forth Stockholders from engaging in Section 5(a)any hedging or other transaction which is designed to, each or reasonably expected to lead to, or result in, a sale or disposition of the Acquisition Co. Shares even if such shares would be disposed of by someone other than the Stockholders. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Acquisition Co. Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Acquisition Co. Shares. (c) Each Stockholder further represents and agrees that during the Term, such Stockholder shall he has not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shalltaken and will not take, directly or indirectly, Beneficially Own more than five percent (5%) any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the outstanding Parent Common Stockprice of any security of Acquisition Co. to facilitate the sale or resale of the Acquisition Co. Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Acquisition Co. Shares or any related securities. (d) Each Stockholder acknowledges and agrees that, prior to the Release Date, any additional Acquisition Co. Shares acquired by such Stockholder, including in connection with the exercise of any options, may not be sold or otherwise transferred, notwithstanding that a registration statement may be effective with respect thereto. (e) Notwithstanding the foregoing restrictions on transfer, each Stockholder may transfer all or any part of his Acquisition Co. Shares (i) to the other Stockholder (provided, however, that no transfer may be in respect of any Contingent Share Rights); (ii) by will or intestacy, (iii) to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder, provided that any such restriction transfer shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreementinvolve a disposition for value, or (Ciii) open-market sales through in a brokerprivate transaction prior to the Release Date so long as the acquirer of Acquisition Co. Shares, provided that for Transfers pursuant by written agreement with Acquisition Co. entered into at the time of acquisition and delivered to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected Acquisition Co. prior to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) acquisition, agrees to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that bound by the purchaser of such Acquisition Shares would be a Competitorrestrictions set forth herein. For purposes of this Agreementletter agreement, “Competitorimmediate family” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxxshall mean any relationship by blood, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energymarriage or adoption, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited not more remote than first cousin. Any Stockholder may pledge Acquisition Co. Shares to secure indebtedness incurred by such Stockholder (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) such amount as is necessary to pay taxes or estimated taxes related to the contraryMerger), Stockholder may Transfer any such pledge to be subject to the prior written approval of Acquisition Shares pursuant to any bona fide third-party tender offerCo., merger, consolidation or other similar transaction that is made to all holders of Parent Common Stockwhich approval shall not be unreasonably withheld.

Lock-Up Agreement. (a) During In consideration of the period commencing on issuance of common stock of Parent in exchange for the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock Subject Shares (the “Lock-Up PeriodParent Shares”) to the Company Principal Stockholder pursuant to the terms of the Merger Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding any registration on the part of the Parent Shares under the Securities Act, the Company Principal Stockholder agrees that, during the period beginning from the Effective Time (as defined in the Merger Agreement) and continuing until the date one (1) year thereafter (the “Release Date”), the Company Principal Stockholder shall not (a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Parent Shares, or (b) engage directly or indirectly in any transaction the likely result of which would involve a transaction prohibited by clause (a), except only in each case as expressly provided in permitted by Section 5(c3(e) below. Following the Release date, without and regardless of whether any such shares are registered for resale or not, the prior written consent Company Principal Stockholder shall restrict all sales of ParentParent Shares for one (1) additional year to an amount which, no when taken together with all sales by the Company Principal Stockholder shallof Parent Shares within the then-preceding three months, shall not exceed the greater of: (i) directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any one percent (1%) of the Acquisition total Parent Shares then issued and outstanding as shown by the most recent publicly filed report or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of statement published by the Acquisition Shares or such Stockholder’s voting or economic interest therein;Parent; or (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, the average weekly reported volume of trading in whole or in part, any Parent Shares on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the date of receipt of the economic consequences order to execute the transaction by the broker or the date of ownership execution of the Acquisition Shares (any of the foregoing described in clause (i) above and this clause (ii), transaction directly with a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related Fundmarket maker. (b) In addition The foregoing restriction is expressly agreed to preclude the limitations set forth Company Principal Stockholder from engaging in Section 5(a)any hedging or other transaction which is designed to, each or reasonably expected to lead to, or result in, a sale or disposition of the Parent Shares even if such shares would be disposed of by someone other than the Company Principal Stockholder. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Parent Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Parent Shares. (c) The Company Principal Stockholder further represents and agrees that during the Term, such Stockholder shall undersigned has not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shalltaken and will not take, directly or indirectly, Beneficially Own more than any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of Parent to facilitate the sale or resale of the Parent Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Parent Shares or any related securities. (d) The Company Principal Stockholder acknowledges and agrees that, pending the Release Date, any additional Parent Shares acquired by such Stockholder upon exercise of replacement stock options may not be sold or otherwise transferred notwithstanding that a registration statement on Form S-8 or Form S-4 may be effective with respect to the exercise of such options and the sale of Parent Shares obtained thereby. (e) Notwithstanding the foregoing restrictions on transfer, the Company Principal Stockholder may transfer the Parent Shares (i) in an amount not to exceed five percent (5%) of the outstanding total amount of Parent Common StockShares received by the Company Principal Stockholder pursuant to the Merger; provided however, that such restriction shall Parent Shares may not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by be transferred unless the Registration Rights AgreementParent Shares are registered under the Securities Act, or (Cii) open-market sales through a brokeras transfers by will or intestacy, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (iiiii) to any Competitortrust for the direct or indirect benefit of the Company Principal Stockholder or his immediate family; provided however, that any such restriction transfer shall not apply to open-market sales through involve a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitordisposition for value. For purposes of this Agreementletter agreement, “Competitorimmediate family” means shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. (f) The Company Principal Stockholder now has, and, except as contemplated by the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxxpreceding paragraph (e), Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) at all times prior to the contraryRelease Date will have, good and marketable title to the Parent Shares still owned by him, free and clear of all liens, encumbrances, and claims whatsoever. The Company Principal Stockholder agrees and consents to the entry of stop transfer instructions with the Parent’s transfer agent and registrar against the transfer of the Parent Shares except in compliance with the foregoing restrictions in Sections 3(a) and (e) above. The Company Principal Stockholder understands that the restrictions with respect to the Parent Shares set forth herein are in addition to any other restrictions upon transfer that may Transfer any Acquisition Shares arise pursuant to any bona fide third-other agreement to which the Company Principal Stockholder is a party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stockunder applicable securities laws.

Lock-Up Agreement. (a) During In consideration of the issuance of common stock of Parent in exchange for the Subject Shares (the "PARENT SHARES") to each of the Stockholders pursuant to the terms of the Merger Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and not withstanding any registration on the part of the Parent Shares under the Securities Act of 1933, as amended, each Stockholder agrees that, during the period commencing on beginning from the Closing Date Effective Time (as defined in the Merger Agreement) and ending on the earlier of continuing for one (i1) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock year thereafter (the “Lock-Up Period”"RELEASE DATE"), except only as expressly provided in Section 5(ceach Stockholder will not (a) below, without the prior written consent of Parent, no Stockholder shall: (i) directly or indirectly, transferoffer, sell, offer, exchange, assigncontract to sell, pledge, giftgrant any option to purchase, donate make any short sale or otherwise dispose of any Parent Shares, or encumber any legal (b) engage directly or Beneficial Ownership indirectly in any transaction the likely result of the Acquisition Shares or enter into any contract, option or other agreement with respect to, or consent to, which would involve a Transfer transaction prohibited by clause (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call optionsa), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (any of the foregoing described in clause (iexcept each case as permitted by Section 3(e) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related Fundbelow. (b) In addition The foregoing restriction is expressly agreed to preclude each of the limitations set forth Stockholders from engaging in Section 5(a)any hedging or other transaction which is designed to, each or reasonably expected to lead to, or result in, a sale or disposition of the Parent Shares even if such shares would be disposed of by someone other than the Stockholders. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Parent Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Parent Shares. (c) Each Stockholder further represents and agrees that during the Term, such Stockholder shall undersigned has not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shalltaken and will not take, directly or indirectly, Beneficially Own more than five percent (5%) any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the outstanding price of any security of Parent Common Stockto facilitate the sale or resale of the Parent Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Parent Shares or any related securities. (d) Each Stockholder acknowledges and agrees that, pending the Release Date, any additional Parent Shares acquired by such Stockholder upon exercise of Replacement Stock Options (as defined in the Merger Agreement) may not be sold or otherwise transferred notwithstanding that a registration statement on Form S-8 or Form S-4 may be effective with respect to the exercise of such options and the sale of Parent Shares obtained thereby. (e) Notwithstanding the foregoing restrictions on transfer, each Stockholder may transfer the Parent Shares (i) in an amount not to exceed 35% of the total amount of Parent Shares received by such Stockholder pursuant to the Merger; provided however that such Parent Shares may not be transferred unless the Parent Shares are registered under the Securities Act of 1933, as amended, or (ii) as transfers by will or intestacy, or (iii) to any trust for the direct or indirect benefit of any of the Stockholder or the immediate family of such Stockholder; provided that any such restriction transfer shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through involve a broker, provided that disposition for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitorvalue. For purposes of this Agreementletter agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx"immediate family" shall mean any relationship by blood, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energymarriage or adoption, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stocknot more remote than first cousin.

Lock-Up Agreement. (a) During Each Purchaser hereby agrees that, without the prior written consent of the Company, such Purchaser will not, during the period commencing beginning on the Closing Date date hereof and ending on the earlier of six (i6) the ninetieth (90th) day months following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) below, without the prior written consent of Parent, no Stockholder shall: (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Shares or enter into any contract, option or other agreement with respect tosuch Purchaser’s Shares, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (purchased by the Purchaser, whether any of the foregoing such transaction described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested above is to be settled by Parent delivery of Shares or such other securities, in cash or otherwise. Each Purchaser also agrees and consents to effectuate the entry of stop transfer instructions with the Transfer Agent against the transfer of such Transfer to a Related FundPurchaser’s Shares except in compliance with the foregoing restrictions. (b) In addition to Notwithstanding the limitations foregoing, the restrictions set forth in Section 5(a), each Stockholder further agrees that during the Term, such Stockholder shall 5.1(a) will not Transfer any Acquisition Shares: apply to transfers (i) to any Person, other than as a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly bona fide gift or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” gifts or (B) “Block Trades” as contemplated by the Registration Rights Agreement, will or (C) open-market sales through a brokerintestacy, provided that for Transfers pursuant to (Bthe donee(s), heir(s) or (C)beneficiary(ies) thereof agree to be bound in writing by the restrictions set forth herein, neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitortrust for the direct or indirect benefit of the Purchaser or the Purchaser’s immediate family, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, or (iii) if the Purchaser is a corporation, partnership, limited liability company, trust or other business entity transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of such Purchaser, or (iv) transfers, sales, tenders or other dispositions of the Shares pursuant to a tender offer for securities of the Company that would, if consummated, result in not less than a majority of the outstanding voting securities of the Company being disposed in such transaction or pursuant to any other transaction, including, without limitation, a merger, consolidation or other business combination, resulting in not less than a majority of the outstanding voting securities of the Company being disposed in such transaction (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Purchaser may agree to transfer, sell, tender or otherwise dispose of any of its Shares in connection with any such transaction or to vote any of such Shares in favor of any such transaction); provided that that, if such restriction shall tender offer or other transaction is not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knewcompleted, and would not be reasonably expected to know, that the purchaser any of such Acquisition Shares would be a Competitorwill remain subject to the restrictions contained in Section 5.1(a). For purposes of this AgreementSection 5.1(b), “Competitorimmediate family” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxxany relationship by blood, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energymarriage or adoption, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stocknot more remote than first cousin.

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) belowThe Holder hereby agrees that it will not, without the prior written consent of Parentthe Corporation or the managing underwriter(s), no Stockholder shall: during the period commencing on the date of the final prospectus relating to the registration by the Corporation of shares of its Common Stock or any other equity securities under the Securities Act of 1933, as amended (the “Act”), on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Corporation and the managing underwriter(s) (such period not to exceed one hundred eighty (180) days in the case of the Corporation’s initial public offering (the “IPO”) or ninety (90) days in the case of any registration other than the IPO) (the “Lock-up Period”), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate any shares of Common Stock (including shares of Warrant Stock) or otherwise dispose of any securities convertible into or encumber exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any legal such securities are then owned by the Holder or Beneficial Ownership in any of the Acquisition Shares are thereafter acquired) or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (such securities, whether any of the foregoing such transaction described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested above is to be settled by Parent to effectuate such Transfer to a Related Fund. delivery of Common Stock (bincluding shares of Warrant Stock) In addition or other securities, in cash, or otherwise. The foregoing provisions of this Section 2(g) shall not apply to the limitations sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in Section 5(a)herein, each Stockholder and provided further agrees that during the Term, any such Stockholder transfer shall not Transfer any Acquisition Shares: (i) to any Personinvolve a disposition for value, other than a Related Fund and shall only be applicable if all officers, directors and holders of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than five one percent (51%) of the outstanding Parent Common Stock; provided that capital stock of the Corporation enter into similar agreements or are bound by similar provisions and restrictions. The underwriters in connection with such restriction registration are intended third party beneficiaries of this Section 2(g) and shall not apply have the right, power and authority to (A) “Underwritten Offerings” or (B) “Block Trades” enforce the provisions hereof as contemplated though they were a party hereto. The Holder further agrees to execute such agreements as may be reasonably requested by the Registration Rights Agreement, or (C) open-market sales through a broker, provided underwriters in connection with such registration that for Transfers pursuant to (Bare consistent with this Section 2(g) or (Cthat are necessary to give further effect thereto. The Holder further acknowledges and agrees that, to enforce the restrictions set forth in this Section 2(g), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to openCorporation may impose stop-market sales through a broker transfer instructions with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected any shares of Warrant Stock (or other securities) subject to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything restrictions in this Section 5(b2(g) to during the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide thirdLock-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stockup Period.

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) 366th day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) below, without the prior written consent of ParentVitesse, no Stockholder shall: (i) directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Subject Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Subject Shares Beneficially Owned by such Stockholder as of the Closing Date (the “Lock-Up Shares”) or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Lock-Up Shares (any of the foregoing described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related Fund. (b) In addition to the limitations set forth in Section 5(a), each Stockholder further agrees that during the TermLock-Up Period, such Stockholder shall not Transfer any Acquisition Shares: (i) Lock-Up Shares to any Person, other than a Related Fund of such Stockholder, Person without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; orVitesse. (iic) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, a Stockholder may Transfer any Acquisition Subject Shares to any Person that is a party to an agreement with Vitesse with substantially similar terms as this Agreement and may Transfer any Subject Shares in a Transfer that is a Permitted Transfer (but subject to written notice to Vitesse of such Transfer). (d) Any attempted Transfer of Subject Shares or any interest therein in violation of this Section 5 shall be null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Agreement. Each Stockholder hereby authorizes and will instruct Vitesse or his counsel to notify Vitesse’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of such Stockholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common StockSection 7.

Lock-Up Agreement. (a) During the period commencing on the Closing Date Each Stockholder [***] and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) belowExecutive hereby agrees that it will not, without the prior written consent of Parentthe managing underwriter, no Stockholder shall: during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed [***] in the case of the IPO, or such other period, not to exceed [***], as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or [***] in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate any shares of Common Stock or otherwise dispose of any securities convertible into or encumber any legal exercisable or Beneficial Ownership in any exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the Acquisition Shares registration statement for such offering or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (such securities, whether any of the foregoing such transaction described in clause (i) above and this clause or (ii)) above is to be settled by delivery of Common Stock or other securities, a “Transfer”); or (iii) publicly disclose in cash, or otherwise. The foregoing provisions of this Section 12 shall not apply to shares purchased in or following the intention Qualified Public Offering or to do the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the foregoing. in each case, other than to a Related Fund direct or indirect benefit of such any Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents or Executive or the immediate family of such Stockholder or (B) Law Executive, [***]. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 12 and (ii) any documents shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Stockholder and Executive further agrees to execute such agreements as may be reasonably requested by Parent to effectuate the underwriters in connection with such Transfer to a Related Fund. (b) In addition to the limitations set forth in Section 5(a), each Stockholder further agrees registration that during the Term, such Stockholder shall not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker are consistent with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) 12 or that are necessary to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stockgive further effect thereto.

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) belowEach Holder hereby agrees that it will not, without the prior written consent of Parentthe managing underwriter(s), no Stockholder shall: during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 (the “IPO”) and ending on the date specified by the Company and the managing underwriter(s) (such period not to exceed one hundred eighty (180) days, or such other period as may be required to accommodate applicable regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate any shares of Common Stock or otherwise dispose of any securities convertible into or encumber any legal exercisable or Beneficial Ownership in any exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the Acquisition Shares registration statement for such offering or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (such securities, whether any of the foregoing such transaction described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested above is to be settled by Parent to effectuate such Transfer to a Related Fund. (b) In addition delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 10 shall apply only to the limitations IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in Section 5(a)herein, each Stockholder and provided further agrees that during the Term, any such Stockholder transfer shall not Transfer any Acquisition Shares: (i) involve a disposition for value, and shall be applicable to any Personthe Holders only if all officers, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own directors and all stockholders individually owning more than five one percent (51%) of the Company’s outstanding Parent Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 10 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 10 or that are necessary to give further effect thereto. If any officer, director or one percent (1%) stockholder of the Company is granted an early release with respect to all or a portion of the securities held by such holder from such holder’s lock-up agreement, then each Holder shall also be granted an early release from its obligations hereunder on a pro-rata basis based on the aggregate percentage of shares held by the officers, directors or one percent (1%) stockholders being released from such holders lock-up agreements; provided provided, however, that such restriction release of the Holders shall not apply to such early releases of officers, directors and greater than one percent (A1%) “Underwritten Offerings” or (B) “Block Trades” as contemplated stockholders approved by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant Board of Directors which involve financial hardship situations of up to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that $1,000,000 in the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stockaggregate.

Lock-Up Agreement. (a) During In recognition of the benefit that the Distribution will confer upon the undersigned as a securityholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the period commencing beginning on the Closing Date date hereof and ending on the earlier date that is one (1) year from the date of (i1) the ninetieth execution of this Agreement or (90th) day following the Closing Date and (ii2) the date on which Parent has released any other former stockholders the Stockholder becomes the legal holder of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock the Shares, whichever is later (the “Lock-Up Period”), except only as expressly provided in Section 5(cthe undersigned will not (and will cause any spouse, domestic partner, lineal descendant, parent, stepparent, sibling, stepsibling, uncle, aunt, niece, nephew, first cousin, or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin (“Immediate Family Member”) belownot to), without the prior written consent of Parentthe Company, no Stockholder shall: (i) which may withhold its consent in its sole discretion, directly or indirectly, transfer, (i) sell, offeroffer to sell, exchangecontract to sell or lend, assigneffect any short sale or establish or increase a Put Equivalent Position (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or liquidate or decrease any Call Equivalent Position (as defined in Rule 16a-1(b) under the Exchange Act), pledge, gifthypothecate or grant any security interest in, donate or otherwise in any other way transfer or dispose of, any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, in each case whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), (ii) make any demand for, or encumber exercise any legal or Beneficial Ownership in right with respect to the registration of any of the Acquisition Shares or enter into any contract, option or other agreement with respect toLock-Up Securities, or consent tothe filing of any registration statement, a Transfer prospectus or prospectus supplement (or an amendment or supplement thereto) in connection therewith, under the Securities Act of 1933, as defined below) ofamended (the “Securities Act”), any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (iiiii) enter into any swap, option (including, without limitation, put hedge or call options), short sale, future, forward any other agreement or other arrangement any transaction that transfers to anothertransfers, in whole or in part, any of the economic consequences consequence of ownership of the Acquisition Shares Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (any of the foregoing described in clause (i) above and this clause (ii), a “Transfer”); or (iiiiv) publicly disclose announce the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related Fund. (b) In addition The Stockholder also agrees and consents to the limitations set forth in Section 5(a), each Stockholder further agrees that during entry of stop transfer instructions with the Term, such Stockholder shall not Transfer any Acquisition Shares:Company’s transfer agent and registrar against the transfer of the Lock-Up Securities. (ic) to The Stockholder confirms that the Stockholder has not, and has no knowledge that any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shallImmediate Family member has, directly or indirectly, Beneficially Own more than five percent (5%) taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the outstanding Parent Common Stock; provided that such restriction shall price of any security of the Company to facilitate the sale of the Shares. During the Lock-Up Period, the Stockholder will not, and will cause any Immediate Family member not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares wouldtake, directly or indirectly, Beneficially Own more than five percent any such action. (5%d) The Stockholder represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stockundersigned.

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (iEach Shareholder hereby agrees that, except as set forth in Section 2(b) the ninetieth (90thor 2(c) day following the Closing Date and (ii) below, from the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock hereof until 18 months following such date (the “"Lock-Up Period”"), except only as expressly provided such Shareholder will not offer, pledge, sell, contract to sell, transfer by gift, grant any options for the sale of or otherwise transfer, distribute or dispose of, directly or indirectly (collectively, for purposes of this Section 2, a "Transfer"), any Shares (the "Lock-Up"). (b) Notwithstanding the provisions of (a), after the expiration of 12 months from the date hereof, each Shareholder (including for this purpose the transferees of such Shareholder) may Transfer Shares with a Value of $10 million or less, PROVIDED, HOWEVER, that the Shareholders (including for this purpose all transferees of the Shareholders) may not Transfer Shares with an aggregate Value in excess of $30 million pursuant to this exception. (c) The following Transfers of Shares shall not be subject to the Lock-Up set forth in Section 5(c) below, without the prior written consent of Parent, no Stockholder shall:2(a): (i) directly a Shareholder may Transfer Shares to his spouse, siblings, parents or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate any natural or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Shares or enter into any contract, option adopted children or other agreement with respect to, descendants or consent to, a Transfer (as defined below) of, to any of the Acquisition Shares personal trust in which such family member or such Stockholder’s voting or economic interest thereinShareholder retains the entire beneficial interest; (ii) enter into a Shareholder may Transfer Shares on his death to such Shareholder's estate, executor, administrator or personal representative or to such Shareholder's beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; (iii) a Shareholder may Transfer Shares pursuant to a pledge, grant of security interest or other encumbrance effected in a BONA FIDE transaction with an unrelated and unaffiliated pledgee if such pledgee agrees that, upon any swapforeclosure of such pledge, option the Shares so acquired shall remain subject to all of the terms and provisions of this Agreement. PROVIDED , HOWEVER, that in the case of any Transfer of Shares, the transferor shall, at the Company's request, provide evidence (includingwhich may include, without limitation, put or call optionsan opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act. In the event any Shareholder Transfers Shares described in this Section 2(c), short salesuch Shares shall remain subject to this Agreement, future, forward and any Transfer or other arrangement that transfers to another, in whole or in part, any purported Transfer of the economic consequences of ownership of the Acquisition Shares (any of the foregoing described in clause (i) above and this clause (ii), by a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than Shareholder to a Related Fund Person who does not execute a counterpart of such Stockholder that has executed an Adoption this Agreement shall be void AB INITIO and of no force or effect. If the transferee executes and delivers a counterpart of this Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder transferee shall provide (i) a representation be deemed to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related Fund. (b) In addition to the limitations set forth in Section 5(a), each Stockholder further agrees that during the Term, such Stockholder shall not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For Shareholder for all purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stock.

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released Such Equityholder hereby agrees that it shall not offer, pledge, sell, contract to sell, sell any other former stockholders of Pxxxxx from option or contract to purchase, purchase any similar lock-up provisions under option or contract to sell, grant any other agreement regarding any Parent Common Stock (the “Lock-Up Period”)option, except only as expressly provided in Section 5(c) belowright or warrant to purchase, without the prior written consent of Parentlend, no Stockholder shall: (i) or otherwise transfer or dispose of, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate any Securities (or otherwise dispose of or encumber any legal or Beneficial Ownership in any other securities) of the Acquisition Shares Parent or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares any Securities (any or other securities) of the foregoing described Parent held by such (other than those included in clause (ithe registration) above and this clause (ii), for a “Transfer”); or (iii) publicly disclose period specified by the intention to do any representative of the foregoingunderwriters of Parent’s common stock (or other securities) of the Parent not to exceed one hundred eighty (180) days following the effective date of any registration statement of the Parent filed under the Securities Act (or such other period as may be requested by the Parent or an underwriter to accommodate regulatory restrictions including, but not limited to, FINRA Rule 2241, if applicable, or any similar or successor provisions or amendments thereto). in each case, Such Equityholder hereby agrees to execute and deliver such other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents agreements as may be reasonably requested by the Parent or the underwriter that are consistent with the foregoing or that are necessary to effectuate such Transfer to a Related Fund. (b) give further effect thereto. In addition to addition, if requested by the limitations set forth in Section 5(a), each Stockholder further agrees that during Parent or the Term, such Stockholder shall not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund representative of such Stockholder, without the prior written consent underwriters of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly ’s common stock (or indirectly, Beneficially Own more than five percent (5%other securities) of the outstanding Parent, such Equityholder shall provide, within ten (10) days of such request, such information as may be required by the Parent Common Stock; provided that or such restriction representative in connection with the completion of any public offering of the Parent’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this subsection (l) shall not apply to (A) “Underwritten Offerings” a registration relating solely to employee benefit plans on Form S-1 or (B) “Block Trades” as contemplated by Form S-8 or similar forms that may be promulgated in the Registration Rights Agreementfuture, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Parent may impose stop-transfer instructions with respect to the Securities (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%other securities) of the outstanding Parent Common Stock following subject to the consummation foregoing restriction until the end of such Transfer; or one hundred eighty (ii180) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation days or other similar transaction period. Such Equityholder agrees that is made to all holders any permitted transferee or assignee of Parent Common Stockthe Securities shall be bound by this subsection (l).

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) belowEach Holder hereby agrees that it will not, without the prior written consent of Parentthe managing underwriter(s), no Stockholder shall: during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 (the “IPO”) and ending on the date specified by the Company and the managing underwriter(s) (such period not to exceed one hundred eighty (180) days, or such other period as may be required to accommodate applicable regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate any shares of Common Stock or otherwise dispose of any securities convertible into or encumber any legal exercisable or Beneficial Ownership in any exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the Acquisition Shares registration statement for such offering or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (such securities, whether any of the foregoing such transaction described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested above is to be settled by Parent to effectuate such Transfer to a Related Fund. (b) In addition delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to the limitations IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in Section 5(a)herein, each Stockholder and provided further agrees that during the Term, any such Stockholder transfer shall not Transfer any Acquisition Shares: (i) involve a disposition for value, and shall be applicable to any Personthe Holders only if all officers, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own directors and all stockholders individually owning more than five one percent (51%) of the Company’s outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation (after giving effect to conversion into Common Stock of such Transfer; or (iiall outstanding Preferred Stock) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) are subject to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide same restrictions. The underwriters in connection with such registration are intended third-party tender offer, merger, consolidation or other similar transaction that is made to all holders beneficiaries of Parent Common Stock.this

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) 366th day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) below, without the prior written consent of ParentVitesse, no Stockholder shall: (i) directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Subject Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Subject Shares Beneficially Owned by such Stockholder as of the Closing Date (the “Lock-Up Shares”) or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Lock-Up Shares (any of the foregoing described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer the expiration of the Lock-Up Period, the Stockholder shall be permitted to a Related Fund, disclose its intention to do any of the foregoing following the expiration of the Lock-Up Period in any Schedule 13D filed by such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related Fundwith the SEC. (b) In addition to the limitations set forth in Section 5(a), each Stockholder further agrees that during the TermLock-Up Period, such Stockholder shall not Transfer any Acquisition Shares: (i) Lock-Up Shares to any Person, other than a Related Fund of such Stockholder, Person without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; orVitesse. (iic) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, a Stockholder may Transfer any Acquisition Subject Shares to any Person that is a party to an agreement with Vitesse with substantially similar terms as this Agreement and may Transfer any Subject Shares in a Transfer that is a Permitted Transfer (but subject to written notice to Vitesse of such Transfer). (d) Any attempted Transfer of Subject Shares or any interest therein in violation of this Section 5 shall be null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Agreement. Each Stockholder hereby authorizes and will instruct Vitesse or his counsel to notify Vitesse’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of such Stockholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common StockSection 7.

Lock-Up Agreement. (a) During ING covenants and agrees with KB that, from the period commencing on the Closing Effective Date and ending on the until earlier of (i) the ninetieth fourth (90th4th) day following the Closing Date and (ii) anniversary of the date on which Parent has released any other former stockholders ING acquires the additional 6,748,887 Shares of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock KB (the “Lock-Up up Period”), except only as expressly provided in Section 5(c(ii) belowthe occurrence of a Force Majeure Event, without or (iii) the prior written consent termination of Parentthis Agreement (other than due to the material breach of this Agreement by ING), ING shall not, and shall procure that no Stockholder shall: (i) other member of the ING Group will, directly or indirectly, transfer, sell, offeroffer to sell, exchangecontract to sell, assign, pledge, gift, donate grant any option to purchase or otherwise transfer or dispose of or encumber any legal or Beneficial Ownership in any other than pursuant to a shareholder’s right to put the Shares to the Bank under the applicable Law regarding the formation of the Acquisition Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares financial holding companies (any of the foregoing described in clause (i) above and this clause (ii)such act, a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. Lock-up Shares; except for, and subject in each casecase to compliance with all applicable Laws and the receipt of any necessary governmental approvals, other than any Transfer to a Related Fund member of such Stockholder that has executed an Adoption Agreementthe ING Group; provided thatthat prior to such Transfer each such transferee executes and delivers an undertaking to KB to be bound by the restrictions on Transfer set forth in this Section 4.01 and any other obligations of ING under this Agreement that relate to the holding of the Shares and, provided further that if such transferee ceases to be a member of the ING Group, it shall, prior to making so ceasing to be a Transfer member, re-transfer such Shares to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents member of the ING Group. In case of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent Transfer, the transferee shall succeed to effectuate such Transfer to a Related Fundall of the rights of the transferor under this Agreement. (b) In addition to Following the limitations set forth in Section 5(a)expiry of the Lock-up Period, each Stockholder further agrees that during no Transfer of Shares will be made by any member of the Term, such Stockholder shall not Transfer any Acquisition Shares: ING Group (iincluding ING) to any Personperson of Shares representing a Shareholding of three percent (3%) or more unless such member of the ING Group has first notified KB of its bona fide intent to sell such number of Shares. Within thirty (30) days of the receipt of the notice from the ING Group member, KB may, but shall not be obligated to, procure a bona fide purchaser (a “KB Purchaser”) of such Shares. If KB does not inform ING within thirty (30) days of such notice that it has found a KB Purchaser or if KB does inform ING within thirty (30) days of such notice that it has found a KB Purchaser but then the KB Purchaser fails for any reason to complete the purchase transaction within thirty (30) days following such notice, then the ING Group member may sell such Shares to any third party. The provisions of this Section 4.1(b) shall apply in respect of any series of Transfers of Shares made by any member of the ING Group at any time (whether during or following the expiry of the Lock-up Period) to any purchaser (other than a Related Fund of such StockholderKB Purchaser) who, without the prior written consent of Parent, if such Person, immediately following the consummation most recent disposal, would have an aggregate Shareholding in excess of such Transfer, shall, directly or indirectly, Beneficially Own more than five three percent (53%) of the outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers pursuant to (B) or (C), neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitor; provided that such restriction shall not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxx, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stock.

Lock-Up Agreement. (a) During Each Purchaser hereby agrees that, without the prior written consent of the Company, such Purchaser will not, during the period commencing beginning on the Closing Date date hereof and ending on the earlier of six (i6) the ninetieth (90th) day months following the Closing Date and (ii) the date on which Parent has released any other former stockholders of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”), except only as expressly provided in Section 5(c) below, without the prior written consent of Parent, no Stockholder shall: (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, transfersuch Purchaser’s Shares, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (purchased by the Purchaser, whether any of the foregoing such transaction described in clause (i) above and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. in each case, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested above is to be settled by Parent delivery of Shares or such other securities, in cash or otherwise. Each Purchaser also agrees and consents to effectuate the entry of stop transfer instructions with the Transfer Agent against the transfer of such Transfer to a Related FundPurchaser’s Shares except in compliance with the foregoing restrictions. (b) In addition to Notwithstanding the limitations foregoing, the restrictions set forth in Section 5(a), each Stockholder further agrees that during the Term, such Stockholder shall not Transfer any Acquisition Shares: (i5.1(a) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock; provided that such restriction shall not apply to transfers (Ai) “Underwritten Offerings” as a bona fide gift or (B) “Block Trades” as contemplated gifts or by the Registration Rights Agreement, will or (C) open-market sales through a brokerintestacy, provided that for Transfers pursuant to (Bthe donee(s), heir(s) or (C)beneficiary(ies) thereof agree to be bound in writing by the restrictions set forth herein, neither such Stockholder nor its representatives know, or would be reasonably expected to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent (5%) of the outstanding Parent Common Stock following the consummation of such Transfer; or (ii) to any Competitortrust for the direct or indirect benefit of the Purchaser or the Purchaser’s immediate family, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, or (iii) if the Purchaser is a corporation, partnership, limited liability company, trust or other business entity transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of such Purchaser, or (iv) transfers, sales, tenders or other dispositions of the Shares pursuant to a tender offer for securities of the Company that would, if consummated, result in not less than a majority of the outstanding voting securities of the Company being disposed in such transaction or pursuant to any other transaction, including, without limitation, a merger, consolidation or other business combination, resulting in not less than a majority of the outstanding voting securities of the Company being disposed in such transaction (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Purchaser may agree to transfer, sell, tender or otherwise dispose of any of its Shares in connection with any such transaction or to vote any of such Shares in favor of any such transaction); provided that that, if such restriction shall tender offer or other transaction is not apply to open-market sales through a broker with respect to which neither such Stockholder nor its representatives knewcompleted, and would not be reasonably expected to know, that the purchaser any of such Acquisition Shares would be a Competitorshall remain subject to the restrictions contained in Section 5.1(a). For purposes of this AgreementSection 5.1(b), “Competitorimmediate family” means the following Persons and their respective Affiliates: Hxxxxxxx & Pxxxxshall mean any relationship by blood, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energymarriage or adoption, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide third-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common Stocknot more remote than first cousin.

Lock-Up Agreement. (a) During the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following the Closing Date and (ii) beginning from the date on which Parent has released any other former stockholders hereof and continuing to and including the date 180 days after the date of Pxxxxx from any similar lock-up provisions under any other agreement regarding any Parent Common Stock the Prospectus (the “"Company Lock-Up Period"), not to, and not cause or direct any of its controlled affiliates to, (A) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of, or file with the Commission a registration statement under the Act relating to, any equity or equity-linked securities of the Company (such options, warrants or other equity securities, collectively, “Derivative Instruments”), except only as expressly including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the Company, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (B) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the Company or someone other than the Company), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any of the Shares or Derivative Instruments, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Shares or other securities, in cash or otherwise or (C) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (A) above or transaction or arrangement described in clause (B) above or (D) allow the sale or other disposition of Shares received by individuals upon vesting under the Company’s long-term incentive plan in connection with this transaction which individuals will not be subject to lock-up letters described in Section 5(c8(j) belowof this Agreement, without the prior written consent of Parentthe Representatives, no Stockholder shall: (i) directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any of the Acquisition Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement except that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares (any of the foregoing described in clause (i) above and this clause (iiD) shall not prevent the Company from effecting such a waiver or amendment to permit a transfer of securities that would be permissible if such securities were subject to the terms of the lock-up agreement in the form attached as Annex III hereto; provided, however, that the restrictions in the foregoing sentence shall not apply to (1) the Total Shares to be sold hereunder; (2) the Total Shares or any securities (including without limitation options, restricted stock or restricted stock units) outstanding as of the date of this Agreement convertible into, or exercisable for, the Shares pursuant to any employee stock option plan, incentive plan, stock plan, dividend reinvestment plan or otherwise in equity compensation arrangements existing as of the date of this Agreement or the Time of Delivery, in each case as described in the Pricing Disclosure Package and the Prospectus; (3) the grant of awards pursuant to employee stock option plan or arrangements existing as of the date of this Agreement or the Time of Delivery and as described in the Pricing Disclosure Package and the Prospectus; (4) the filing of a registration statement on Form S-8 in connection with the registration of Shares issuable under any employee performance incentive plan adopted and approved by the Company’s board of directors; and (5) in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity; provided that in the case of the immediately preceding clause (5), a “Transfer”); or (iiia) publicly disclose the intention aggregate number of Shares issued in connection with, or issuable pursuant to do the exercise of any of the foregoing. options issued in each caseconnection with, all such acquisitions and other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior to making a Transfer to a Related Fund, such Stockholder shall provide (i) a representation to Parent that such Transfer transactions does not violate (A) any organizational documents of such Stockholder or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related Fund. (b) In addition to the limitations set forth in Section 5(a), each Stockholder further agrees that during the Term, such Stockholder shall not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than exceed five percent (5%) of the aggregate number of Shares outstanding Parent Common Stock; provided that such restriction shall not apply to (A) “Underwritten Offerings” or (B) “Block Trades” as contemplated by immediately following the Registration Rights Agreement, or (C) open-market sales through a broker, provided that for Transfers offering of the Total Shares pursuant to this Agreement and (Bb) each recipient of any Shares pledged, issued or (C), neither such Stockholder nor its representatives know, or would be reasonably expected sold pursuant to know, that the purchaser of such Acquisition Shares would, directly or indirectly, Beneficially Own more than five percent clause (5%) of executes and delivers to the outstanding Parent Common Stock following Representatives prior to such issuance or sale (as the consummation of such Transfer; or (iicase may be) to any Competitor; provided that such restriction shall not apply to openan agreement having substantially the same terms as the lock-market sales through a broker with respect to which neither such Stockholder nor its representatives knew, and would not be reasonably expected to know, that the purchaser of such Acquisition Shares would be a Competitor. For purposes up letters described in Section 8(j) of this Agreement. In addition, “Competitor” means during the following Persons and their respective Affiliates: Hxxxxxxx & PxxxxCompany Lock-Up Period, Inc.; Precision Drilling Corporation; Pxxxxxxxx-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; Bxxxx Hxxxxx Company; Expro Group; Arabian Drilling Company; ADES Holding; Wxxxxxxxxxx International plc; ADNOC Drilling; Superior Energy Services, Inc.; Knight Energy Services, LLC; Black Diamond Energy, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; MxXxx Global; and HongHua Group. Notwithstanding anything in this Section 5(b) the Company agrees to give the contrary, Stockholder may Transfer Representatives 5 business days’ prior notice of any Acquisition Shares pursuant confidential submission of a registration statement under the Securities Act relating to any bona fide third-party tender offer, merger, consolidation Shares or other similar transaction that is made to all holders of Parent Common Stock.any securities convertible into or exercisable or exchangeable for Shares;