FORM OF DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • March 11th, 2021 • Frank's International N.V. • Oil & gas field services, nec • New York
This DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is entered into on March 10, 2021 to be effective as of the Effective Time by and among the Mosing Parties (as defined herein), Oak Hill Advisors, L.P., a Delaware limited partnership (“Oak Hill”), Frank’s International N.V., a public company organized under the laws of the Netherlands (the “Company”), and any other member of Expro (as defined below) validly executing a joinder to this Agreement in accordance with Section 6.10 hereof (each, a “Joinder Shareholder”). The Mosing Parties, Oak Hill and any Joinder Shareholder are sometimes referred to herein as the “Shareholders” and the Shareholders and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
March 10, 2021 Re: Amendment to Registration Rights Agreement Dear Shareholder:Registration Rights Agreement • March 11th, 2021 • Frank's International N.V. • Oil & gas field services, nec • New York
As you also know, Frank’s International N.V. (the “Company”) is party to a Registration Rights Agreement (the “Mosing Family RRA”), dated as of August 14, 2013, with Mosing Holdings, LLC, FWW B.V. and the other parties thereto. Capitalized terms used but not otherwise defined will have the meaning set forth in the Mosing Family RRA.
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT among FRANK’S INTERNATIONAL N.V., FRANK’S INTERNATIONAL C.V., and MOSING HOLDINGS LLC DATED AS OF MARCH 10, 2021Tax Receivable Agreement • March 11th, 2021 • Frank's International N.V. • Oil & gas field services, nec • Texas
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”) is entered into as of March 10, 2021, by and among Frank’s International N.V., a Dutch public company with limited liability (naamloze vennootschap) (“FINV”), Frank’s International C.V., a Dutch limited liability partnership (commanditaire vennootschap) (“FICV”), and Mosing Holdings, LLC, a Delaware limited liability company (“Mosing Holdings”) and the successor by conversion to Mosing Holdings Inc., a Delaware corporation (“MHI”).
AGREEMENT AND PLAN OF MERGER by and among FRANK’S INTERNATIONAL N.V., a public company organized under the laws of the Netherlands, NEW EAGLE HOLDINGS LIMITED, an exempted company limited by shares incorporated under the laws of the Cayman Islands,...Merger Agreement • March 11th, 2021 • Frank's International N.V. • Oil & gas field services, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 10, 2021, by and among FRANK’S INTERNATIONAL N.V., a public company organized under the laws of the Netherlands (“Parent”), NEW EAGLE HOLDINGS LIMITED, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Parent (“Merger Sub”), and EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Company”). Certain capitalized terms used in this Agreement are defined in Section 8.15.
REGISTRATION RIGHTS AGREEMENT by and among FRANK’S INTERNATIONAL N.V. and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • March 11th, 2021 • Frank's International N.V. • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 10, 2021 to be effective as of the Closing (as defined below) by and among Frank’s International N.V., a public company organized under the laws of the Netherlands (the “Company”), and the parties set forth on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders” and including any Person that becomes a Shareholder after the date hereof by executing a joinder to this Agreement prior to the Closing substantially in the form of Exhibit A).
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 11th, 2021 • Frank's International N.V. • Oil & gas field services, nec • New York
THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of March 10, 2021, by and among Frank’s International N.V., a public company organized under the laws of the Netherlands (“Parent”), Expro Group Holdings International Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and [Holder] (the “Holder”) as a [shareholder of Parent][member of the Company].
