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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 Member hereby agrees that in connection with an Initial Public Offering, and upon the period commencing on request of 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 P▇▇▇▇▇ from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”)managing underwriter in such offering, except only as expressly provided in Section 5(c) belowsuch Member shall not, without the prior written consent of Parentsuch managing underwriter, no Stockholder shall: during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate any Units or otherwise dispose of or encumber Unit Equivalents (including any legal or Beneficial Ownership in any equity securities of the Acquisition Shares or enter into any contract, option or other agreement with respect toIPO Entity), 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 above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by Parent the Company or the managing underwriter which are consistent with the foregoing or which are necessary to effectuate such Transfer to a Related Fund. (b) In addition give further effect thereto. Notwithstanding anything to the limitations set forth contrary contained in this Section 5(a11.5(c), each Stockholder further agrees Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that during the Term, such Stockholder shall not Transfer managing underwriter or the Company permit any Acquisition Shares: (i) discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any PersonDirector, other Officer or holder of greater 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 one percent (51%) of the Company’s outstanding Parent Common Stock; provided Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that such restriction nothing contained herein shall not apply to (A) “Underwritten Offerings” in any way limit a Member or (B) “Block Trades” as contemplated by the Registration Rights Agreementany Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, 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 similar activities conducted in the purchaser ordinary course of business of such Acquisition Shares would, directly Member 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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) In connection with an IPO, and upon the ninetieth (90th) day following request of the Closing Date managing underwriter in such offering, each Holder agrees; and (ii) in connection with any underwritten public offering of Registrable Securities (including an Underwritten Shelf Take-Down) pursuant to this Agreement after the date on which Parent has released any other former stockholders IPO, and upon the request of P▇▇▇▇▇ from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”)managing underwriter in such offering, except only as expressly provided each Holder who is participating in Section 5(c) belowsuch offering agrees that: such Holder shall not, without the prior written consent of Parentsuch managing underwriter, during (A) in the case of the IPO, the one hundred and eighty (180) day period beginning on the effective date of the Registration Statement for the IPO or (B) in the case of such underwritten public offering of Registrable Securities after the IPO, the ninety (90) day period or such lesser or longer period as the managing underwriter may agree or otherwise require (but in no Stockholder shall: event longer than the one hundred and eighty (i180) day period, solely to the extent applicable), beginning on the effective date of the applicable Registration Statement, (I) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate any Registrable Securities or otherwise dispose of any securities convertible into or encumber any legal exchangeable or Beneficial Ownership in any of the Acquisition Shares or enter into any contract, option or other agreement with respect toexercisable for such Registrable Securities, or consent to, a Transfer (as defined below) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (iiII) 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 (iI) or (II) above is to be settled by delivery of Registrable Securities, in cash or otherwise. The foregoing provisions of this SECTION 2.6(a) shall be applicable to the Holders only if all officers and this clause (ii), a “Transfer”); or (iii) publicly disclose the intention to do any directors of the foregoingCompany are subject to the same restrictions. in each case, Each Holder 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 Parent the Company or the managing underwriter which are consistent with the foregoing or which are necessary to effectuate such Transfer give further effect thereto. Notwithstanding anything to a Related Fundthe contrary contained in this SECTION 2.6(a), each Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this SECTION 2.6(a) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer or director. (b) In addition The Company agrees not to the limitations set forth in Section 5(a)effect any public sale or distribution of any of its securities, each Stockholder further agrees that during the Term, or any securities convertible into or exchangeable or exercisable for such Stockholder shall not Transfer any Acquisition Shares: securities (except (i) pursuant to registrations on Form S-4 or S-8 or any Personsuccessor thereto, other than a Related Fund of such Stockholder, without the prior written consent of Parentor (ii) in connection with any dividend or distribution reinvestment or similar plan), if such Personand to the extent requested by the managing underwriter in the applicable offering, 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” in the case of the IPO, during the one hundred and eighty (180) day period beginning on the effective date of the Registration Statement for the IPO or (B) “Block Trades” in the case of any underwritten public offering of Registrable Securities after the IPO, during the ninety (90) day period beginning on the effective date of the applicable Registration Statement, in each case except 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 part 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 Stockregistration.

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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ Globallock-up 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 P▇▇▇▇▇ 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 Stockholder hereby agrees that it will not, without the prior written consent of Parentthe Company or the managing underwriter, no Stockholder shall: if any, during the period commencing on the date of the final prospectus relating to a public offering of the Company’s equity securities and ending on the date specified by the Company or the managing underwriter, if any (such period not to exceed three hundred sixty-five (365) days), (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 exercisable or exchangeable for Common Stock (whether such shares or any legal such securities are then owned by the Stockholder or Beneficial Ownership in any of the Acquisition Shares or enter into any contract, option or other agreement with respect toare thereafter acquired), 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 (Common Stock, 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) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters, if any, in connection with any documents such offering of the Company’s equity securities and the Investors are intended third-party beneficiaries of this Section 1 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Stockholder further agrees to execute such agreements as may be reasonably requested by Parent the Company or such underwriters, if any, that are consistent with this Section 1 or that are necessary to effectuate such Transfer to a Related Fundgive further effect thereto. (b) In addition order to enforce the limitations set forth in Section 5(a)foregoing covenant, 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) openCompany may impose stop-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 transfer instructions with respect to which neither such the Common Stock of each Stockholder nor its representatives knew, (and would not be reasonably expected the shares or securities of every other person subject to know, that the purchaser foregoing restriction) until the end of such Acquisition Shares would period. (c) Each Stockholder agrees that a legend reading substantially as follows shall be a Competitorplaced on all certificates representing all equity securities of each Stockholder: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. For purposes of this Agreement, “Competitor” means the following Persons and their respective Affiliates: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 thirdSUCH LOCK-party tender offer, merger, consolidation or other similar transaction that is made to all holders of Parent Common StockUP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”

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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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. (a) During the period commencing on a. Holder hereby agrees not to Transfer any Restricted Securities from and after the Closing Date and ending on until the earlier of (i) in respect of the ninetieth First Tranche Restricted Securities, the occurrence of the First Tranche Trigger Event (90th) day following provided that if such date is prior to the first anniversary of the Closing Date and Date, the Transfer of the Restricted Securities shall not be permitted until the first anniversary of the Closing Date), (ii) in respect of the Second Tranche Restricted Securities, the occurrence of the Second Tranche Trigger Event (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the Restricted Securities shall not be permitted until the first anniversary of the Closing Date), and (iii) in respect of the First Tranche Restricted Securities and the Second Tranche Restricted Securities, the date after the Closing on which Parent has released any the Company completes a liquidation, merger, capital stock exchange, reorganization or other former similar transaction that results in all of the Company’s stockholders of P▇▇▇▇▇ from any similar lock-up provisions under any having the right to exchange their equity holdings in the Company for cash, securities or other agreement regarding any Parent Common Stock property (clause (ii), a “Liquidity Event”, and such period, the “Lock-Up up Period”); provided that the foregoing restrictions shall not apply to the Transfer of any or all of the Restricted Securities owned by Investor made in respect of a Permitted Transfer (as defined below); provided, further, that in any of case of a Permitted Transfer, it shall be a condition to such Transfer that the transferee executes and delivers to Parent and the Company an agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Investor, and there shall be no further Transfer of such Restricted Securities except only as expressly provided in Section 5(caccordance with this Agreement. As used herein, “Transfer” shall mean (A) belowthe sale of, without the prior written consent of Parent, no Stockholder shall: (i) directly or indirectly, transfer, offer to sell, offercontract or agreement to sell, exchange, assignhypothecate, pledge, gifthedge, donate grant of any option to purchase or otherwise dispose of or encumber any legal agreement to dispose of, directly or Beneficial Ownership in any indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Acquisition Shares or enter into any contractExchange Act, option or other agreement and the rules and regulations of the SEC promulgated thereunder with respect to, or consent toany security, a Transfer (as defined belowB) of, any of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter entry 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 (any of the foregoing described in clause (i) above and this clause (ii)security, a “Transfer”); or (iii) publicly disclose the intention whether any such transaction is to do any of the foregoing. in each case, other than to a Related Fund be settled by delivery of such Stockholder that has executed an Adoption Agreement; provided thatsecurities, 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 in cash 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 Agreementotherwise, or (C) open-market sales through public announcement of any intention to effect any transaction, including the filing of a brokerregistration statement, provided that for Transfers pursuant to specified in clause (BA) or (CB), 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 As used in this Agreement, the term “Competitor” means the following Persons and their respective Affiliates: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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.Permitted

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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇"immediate family" shall mean any relationship by blood, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energymarriage or adoption, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 Effective Date and ending on the earlier of (i) 365th day after the ninetieth (90th) day following the Closing Effective Date and (ii) the date on which Parent has released any other former stockholders of P▇▇▇▇▇ 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(c3(b) below, without the prior written consent of ParentXTI, no Stockholder shallSeller shall not: (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 Common 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 Common Shares or such StockholderSeller’s voting or economic interest therein; provided, however, that the Seller Owners are permitted to engage in direct or indirect transactions of capital stock in Seller for bona fide estate planning purposes; (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 Common 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 Notwithstanding the limitations set forth foregoing restrictions in Section 5(a3(a), each Stockholder further agrees that during so long as such Transfers are permitted by U.S. and state securities laws and 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: HXTI’s ▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ International plc; ADNOC Drilling; Superior Energy Servicespolicy which Seller hereby acknowledges that it is subject to, Inc.; Knight Energy Servicesduring the Lock-Up Period, LLC; Black Diamond EnergySeller shall be permitted to Transfer the percentage of Common Shares acquired by Seller on or after the dates set forth below: (c) Any attempted Transfer of Common Shares or any interest therein in violation of this Section 3 shall be null and void, Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOV, Inc.; Forum Energy Technologies; M▇▇▇▇ Global; and HongHua Group. Notwithstanding anything regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Section 5(bAgreement. Seller hereby authorizes XTI (i) to cause any transfer agent for the contraryCommon Shares to decline to Transfer the Common Shares, Stockholder may and, (ii) in the case of Common Shares for which Seller is the beneficial but not the record holder, to cause the record holder to cause the relevant transfer agent to decline to Transfer the Common Shares, in each case if such Transfer would constitute a violation or breach of this Agreement. (d) Each certificate, instrument, or book entry representing the Common Shares, other than following the expiration of the Lock-Up Period, shall be notated with a legend reading substantially as follows: “THE TRANSFER OF THE SHARES REPRESENTED BY THIS STOCK CERTIFICATE OR BOOK ENTRY ARE SUBJECT TO A CERTAIN LOCK-UP AGREEMENT, AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED, SUPERSEDED, REPLACED, RENAMED, TERMINATED AND/OR OTHERWISE MODIFIED AT ANY TIME AND FROM TIME TO TIME. A COPY OF THE CURRENT VERSION OF THE LOCK-UP AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.” In connection with any Acquisition Shares pursuant Transfer permitted under the terms of this Section 3 prior to the expiration of the Lock-Up Period, XTI shall (and shall cause its transfer agent to) take all actions necessary in a timely manner to remove any bona fide third-party tender offertransfer restrictions, mergernotations, consolidation restrictive legends or other similar transaction that is made to all holders of Parent the like from the applicable Common StockShares.

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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇preceding paragraph (e), Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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. (aA) During the period commencing on The Purchaser hereby agrees that from the Closing Date and ending on (or the earlier of (iInitial Closing Date, as applicable) until the ninetieth (90th) day following date which is one year after the Closing Date and (ii) or the date on which Parent has released any other former stockholders of P▇▇▇▇▇ from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”Initial Closing Date, as applicable), except only as expressly provided in Section 5(c) belowthe Purchaser will not offer, without the prior written consent of Parentsell, no Stockholder shall: (i) contract to sell, pledge, transfer, or otherwise 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 Preferred Shares or the Conversion Shares actually issued upon conversion thereof (collectively, the “Restricted Securities”), enter into any contract, option or other agreement with respect toa transaction that would have the same effect, 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 hedge or other arrangement that transfers to anothertransfers, 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)Restricted Securities, a “Transfer”); or (iii) publicly disclose the intention to do any of the foregoing. without, 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 Company. (5%B) As of the outstanding Parent Common Stock; provided that such restriction 12-month anniversary of the Closing Date (or the Initial Closing Date, as applicable), the restrictions in Section 4(k)(i)(A) shall lapse and be of no further effect as to the Restricted Securities. (ii) The restrictions in Section 4(k)(i) shall not apply to (A) “Underwritten Offerings” transactions relating to any securities of the Company acquired by any the Purchaser or any of its Affiliates (1) prior to the execution of this Agreement or (2) in the open market after the date of this Agreement, or (B) “Block Trades” as contemplated with respect to transfers to immediate family members, Affiliates, partners, members, former partners or members or shareholders of the Purchaser in private transactions in which the transferee agrees to be bound by the Registration Rights Agreementprovisions of this Section 4(k) as if such transferee were the Purchaser. (iii) The restrictions in this Section 4(k) shall expire in their entirety: (A) immediately before the acquisition of a majority of the outstanding voting securities of the Company by another person or entity, whether by merger, asset sale or otherwise, excluding any strategic transaction previously disclosed to the Purchaser by the Company or its advisors and affirmatively accepted by the Purchaser on or before the Initial Closing (C) open-market sales through a broker, provided that for Transfers pursuant to the “Strategic Transaction”). (B) immediately (1) upon the breach by the Company of any material obligation to the Purchaser in the Transaction Documents or the Certificate of Designations, unless such breach is capable of being and is cured within twenty (C), neither such Stockholder nor its representatives know, or would be reasonably expected 20) Business Days after written notice to know, that the purchaser Company of such Acquisition Shares wouldbreach from any Purchaser, directly or indirectly, Beneficially Own more than five percent (5%2) upon the failure to elect either Purchaser nominee to the Board of Directors of the Company in accordance with Section 9(d) of the outstanding Parent Common Stock following Certificate of Designations (if the consummation Purchaser has exercised its right to elect either such director) unless such failure is cured within twenty (20) Business Days after written notice to the Company of such Transfer; or failure from the Purchaser, (ii3) to upon evidence that 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 knewrepresentation or warranty set forth in Section 3 was materially untrue when made or deemed made, and would not be such breach has had or is reasonably expected likely to know, that have a materially adverse effect on the purchaser value of such Acquisition Shares would be a Competitor. For purposes of the Purchaser’s investment in the Company pursuant to this Agreement, “Competitor” means and the following Persons Purchaser has notified the Company in writing of such event and their respective Affiliates: H▇▇▇▇▇▇▇ & P▇▇▇▇evidence and (4) upon a material breach by the Company of any of the protective provisions in Section 9(b) of the Certificate of Designations, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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 unless such breach is capable of being and is cured within fifteen (NESR); NOV, Inc.; Forum Energy Technologies; M▇▇▇▇ Global; and HongHua Group. Notwithstanding anything in this Section 5(b15) Business Days after written notice 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 Company of Parent Common Stocksuch breach from the Purchaser.

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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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) 366th day following the Closing Date and (ii) the date on which Parent has released any other former stockholders of P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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. 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 Itchiban 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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 The undersigned will not, during the period commencing beginning on the Closing Date date hereof and ending on July 22, 2001 (the earlier "Lock-Up Period"), offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "Disposition") the Warrants or any of the shares of Common Stock (the "Shares") delivered to the undersigned pursuant to the Purchase Agreement or any shares of Common Stock issued or issuable to the undersigned upon exercise of the Warrants (the "Warrant Shares"), otherwise than (i) with respect to 50% of the ninetieth (90th) day following Shares and 50% of the Closing Date Warrant Shares at any time on and after January 23, 2001, (ii) with respect to an additional 25% of the date Shares and an additional 25% of the Warrant Shares at any time on which Parent has released any other former stockholders of Pand after Apri▇ ▇▇, ▇▇▇▇, (▇▇▇) ▇▇ from any similar lock-up provisions under any other agreement regarding any Parent Common Stock a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, or (the “Lock-Up Period”), except only as expressly provided in Section 5(civ) below, without with the prior written consent of Parent, no Stockholder shall: (i) directly the Company. The foregoing restriction has been expressly agreed to preclude the holder of the Warrants or indirectly, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership Shares from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of the Acquisition Warrants or Shares during the Lock-Up Period, even if such Warrants or enter into any contract, option Shares would be disposed of by someone other than such holder. Such prohibited hedging or other agreement with respect totransactions would include, or consent to, a Transfer (as defined below) ofwithout limitation, any short sale (whether or not against the box) or any purchase, sale or grant of the Acquisition Shares or such Stockholder’s voting or economic interest therein; (ii) enter into any swap, option right (including, without limitation, any put or call options), short sale, future, forward option) with respect to the Warrants or other arrangement that transfers any Shares or with respect to another, in whole or in part, any of the economic consequences of ownership of the Acquisition Shares security (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 a broad-based market basket or index) that included, relates to a Related Fund or derives any significant part 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 its value from the Warrants or (B) Law and (ii) any documents reasonably requested by Parent to effectuate such Transfer to a Related FundShares. (b) In addition to Notwithstanding the limitations set forth in Section 5(a)foregoing, each Stockholder further agrees that during the Term, such Stockholder Lock-Up Period shall not Transfer any Acquisition Shares: expire immediately upon (i) to any Person, other than a Related Fund of such Stockholder, without the prior written consent of Parent, if such Person, immediately following termination by the consummation of such Transfer, shall, directly or indirectly, Beneficially Own more than five percent (5%) Company of the outstanding Parent Common Stock; provided that such restriction shall not apply to Strategic Marketing Agreement dated as of October 25, 2000 between the Company and the Purchaser (Athe "Marketing Agreement"), (ii) “Underwritten Offerings” or (B) “Block Trades” as contemplated the termination by the Registration Rights AgreementPurchaser of the Marketing Agreement due to breach by the Company as provided for therein, (iii) the termination of the Marketing Agreement by mutual agreement between the Company and the Purchaser, or (Civ) open-market sales through a broker, provided that for Transfers the mandatory exercise of the Warrants 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%) Section 3 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 StockWarrants.

Lock-Up Agreement. Without the prior written consent of the Partnership, except as specifically provided in this Agreement, no Purchaser shall, (ai) During during the period commencing on the date that is 15 days prior to the Closing Date and ending 12 months after the Closing Date, offer, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Purchased Units or, (ii) during the period commencing on the Closing Date and ending on the earlier of (i) the ninetieth (90th) day following 24 months after the Closing Date and (ii) the date on which Parent has released any other former stockholders of P▇▇▇▇▇ from any similar lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”)Date, 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 indirectly engage in any short sales of equity securities of the Acquisition Shares or enter into any contract, option Partnership or other agreement derivative or hedging transactions with respect equity securities of the Partnership, that are designed to, or consent that might reasonably be expected to, a Transfer (as defined below) of, any of result in 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 transfer to anotheranother Person, in whole or in part, of any of the economic consequences of ownership of the Acquisition Shares (Purchased Units; provided, however, that a Purchaser may pledge all or any portion of its Purchased Units to any holders of obligations owed by such Purchaser, including to the trustee for, or Representative of, such holders; provided, further, that a Purchaser may transfer any of the foregoing described in clause Purchased Units purchased hereunder to (ia) above and this clause an Affiliate of such Purchaser (ii), b) any other Purchaser or (c) any other Person reasonably acceptable to the Partnership solely to the extent necessary to address a “Transfer”); or (iii) publicly disclose the intention Regulatory Concern with respect to do such Purchaser or any of the foregoing. in each caseits Affiliates, other than to a Related Fund of such Stockholder that has executed an Adoption Agreement; provided that, prior in any case, any such transferee agrees to making the restrictions set forth in this Section 5.05 and the Amended Partnership Agreement, and so long as such transfer complies with the Organizational Documents of the Partnership and applicable federal and state securities Laws. Notwithstanding anything to the contrary in this Section 5.05, each Purchaser shall be permitted to pledge all or any portion of its Purchased Units (including any Conversion Units into which the Purchased Units may convert) in connection with a Transfer to a Related FundPermitted Loan, such Stockholder shall provide (i) a representation to Parent that such Transfer does not violate and neither (A) the foreclosure of any organizational documents of such Stockholder pledged Purchased Units or Conversion Units, as the case may be, nor (B) Law and (ii) the transfer of Purchased Units or Conversion Units, as the case may be, by a pledgee or counterparty who has foreclosed or exercised remedies or rights on any documents reasonably requested by Parent to effectuate such Transfer to pledged or transferred Purchased Units or Conversion Units shall be considered a Related Fund. (b) In addition violation or breach of this Section 5.05. The Purchaser shall provide written notice to the limitations set forth in Section 5(a), each Stockholder further agrees that during the Term, Partnership of any such Stockholder shall not Transfer pledge (and any Acquisition Shares: (i) to any Person, other than a Related Fund foreclosure of such Stockholder, without the prior written consent pledged Purchased Units or Conversion Units) promptly (and in any event) within three Business Days of Parent, if making such Person, immediately following the consummation pledge (or becoming aware of any 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 (Cforeclosure), 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 any other former stockholders of P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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. Notwithstanding any other provisions in this Agreement to the contrary: (a) During the period commencing on the Closing Date and ending on Until the earlier of (i) the ninetieth (90th) day 90 days following the Closing Date and conversion into Common Stock of at least 50% of the shares of Series A Preferred Stock purchased at the Closings, or (ii) 90 days following the date on closing of a Qualified Public Offering (the first to occur of such events being referred to as the "Trigger Event"), each Insider, individually and not jointly hereby agrees that he shall not offer, sell, contract to sell, lend, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly (including holding as a custodian) or with respect to which Parent the he has released any other former stockholders beneficial ownership within the rules and regulations of P▇▇▇▇▇ from any similar lockthe Commission (collectively the "Lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Period”Shares"), 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 the holders of or encumber any legal or Beneficial Ownership in any at least a majority 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 then-outstanding shares 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 FundSeries A Preferred Stock. (b) In addition to Notwithstanding the limitations set forth in Section 5(a)foregoing, (x) each Stockholder further agrees that during the Term, such Stockholder shall not Transfer any Acquisition Shares: Insider may transfer (i) to all or any Person, other than portion of his Lock-up Shares 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” or (B) “Block Trades” as contemplated by the Registration Rights Agreement, or (C) open-market sales through a brokergifts, provided that for Transfers pursuant the donee or donees thereof agree to (B) or (C)be bound 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) all or any portion of his Lock-up Shares to any Competitor; trust for the direct or indirect benefit of the Insider or the immediate family of the Insider, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further 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 knewdisposition for value, and would (iii) up to the number of shares equal to 5% of his holdings as of the Closing on each of the Operational Date and on each 12-month anniversary of the Operational Date (provided that if any such Insider does not be reasonably expected sell the full 5% on the Operational Date or on any 12-month anniversary thereof, he may carry over the unsold portion to know, that the purchaser subsequent periods) and (y) each of such Acquisition Shares would be a Competitor. For purposes of this Agreement, “Competitor” means the following Persons Eddie Campos and their respective Affiliates: H▇▇▇▇his affiliates (collectively) and Darren Peder▇▇▇ & P▇▇▇ ▇▇, Inc.; Precision Drilling Corporation; P▇ affiliates (collectively) may transfer up ▇▇ ▇▇ ▇▇▇▇▇▇▇▇-UTI Energynal 25,000 shares at any time. For purposes hereof, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ International plc; ADNOC Drilling; Superior Energy Services"immediate family" shall mean any relationship by blood, Inc.; Knight Energy Servicesmarriage or adoption, LLC; Black Diamond Energynot more remote than first cousin. On the 91st day following the Trigger Event (the "Sale Date"), Inc.; Wellbore Integrity Solutions LLC; Odjfell SE; Volant Products Inc.; Abraj Energy Services; National Energy Services Reunited (NESR); NOVthe provisions of Section 7(a) shall no longer be in effect, Inc.; Forum Energy Technologies; M▇▇▇▇ Global; and HongHua Group. Notwithstanding anything except that each Insider agrees that he will limit his sales in this Section 5(b) each of the first four 90 day periods following the Sale Date to that number of shares as equals 25% of his holdings as of 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 StockTrigger Event.

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 P▇▇▇▇▇ 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) belowStockholder 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 Company’s initial public offering (ithe “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days), 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), (a) 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 or otherwise dispose any shares of or encumber any legal or Beneficial Ownership in any capital stock held immediately prior to the effectiveness of the Acquisition Shares registration statement for the IPO; 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; (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 (capital 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 capital stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1(g) shall not apply to the limitations set forth in Section 5(a)sale of any shares to an underwriter pursuant to an underwriting agreement, each and shall only be applicable to the Stockholder further agrees that during the Termif all officers, such Stockholder shall not Transfer any Acquisition Shares: (i) to any Person, other than a Related Fund 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 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ Global; and HongHua Group. Notwithstanding anything in this Section 5(b) after giving effect to the contrary, Stockholder may Transfer any Acquisition Shares pursuant to any bona fide conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party tender offerbeneficiaries of this Section 1(g) and shall have the right, merger, consolidation power and authority to enforce the provisions hereof as though they were a party hereto. Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 1(g) or other similar transaction that is made are necessary to all holders of Parent Common Stockgive further effect thereto.

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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇any relationship by blood, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energymarriage or adoption, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 P2.1 ▇▇▇▇▇▇▇ from any similar ▇▇▇▇▇ wishes to announce, for and on behalf of the Offeror, that the Offeror has today entered into a lock-up provisions under any other agreement regarding any Parent Common Stock (the “Lock-Up Agreement”) with Best Decade and the Covenantors. Save for the provisions as set out in paragraphs 2.3(a), (b) and (d) below, the Lock-Up Agreement will only become effective upon the final closing date of the Offer. Pursuant to the terms of the Lock-Up Agreement: (a) Best Decade has undertaken that it shall not, for the period commencing from the date of the PRC Anti-Trust Approval until 31 October 2009 (the “Retained Shares Lock-Up Period”), except (i) transfer, dispose of, charge, pledge or otherwise encumber or grant any option or other right over or otherwise deal with any of the 139,231,761 ▇▇▇▇▇▇ Shares (the “Retained Shares”), representing approximately 26.00 per cent. of the ▇▇▇▇▇▇ Shares in issue as at the date of this Announcement, held by Best Decade or any interest in them (whether conditionally or unconditionally), (ii) enter into any agreement or arrangement with any person, whether conditionally or unconditionally, to do any of the acts referred to in (i) above and/or (iii) enter into any agreement or arrangement with any person, whether conditionally or unconditionally, which has substantially the same economic effect as any of the acts referred to in (i) above; (b) the Offeror has undertaken that it shall not, during the Retained Shares Lock-Up Period, (i) transfer, dispose of, charge, pledge or otherwise encumber or grant any option or other right over or otherwise deal with any of its ▇▇▇▇▇▇ Shares or any interest in them (whether conditionally or unconditionally), (ii) enter into any agreement or arrangement with any person, whether conditionally or unconditionally, to do any of the acts referred to in (i) above and/or (iii) enter into any agreement or arrangement with any person, whether conditionally or unconditionally, which has substantially the same economic effect as any of the acts referred to in (i) above; (c) the Covenantors have irrevocably granted to the Offeror an option (the “Retained Shares Call Option”) to require Best Decade to sell to the Offeror all (and not some only) of the Retained Shares, free from all Encumbrances and together with all rights and advantages attaching to them as at completion of the acquisition of the Retained Shares pursuant to the exercise of the Retained Shares Call Option; and (d) the Offeror has irrevocably granted to Best Decade an option (the “Retained Shares Put Option”) to require the Offeror to purchase from Best Decade all (and not some only) of the Retained Shares, free from all Encumbrances and together with all rights and advantages attaching to them as at completion of the acquisition of the Retained Shares pursuant to the exercise of the Retained Shares Put Option. 2.2 The Offeror, Best Decade and the Covenantors have also agreed, pursuant to the terms of the Lock-Up Agreement, that: (a) the Offeror may only exercise the Retained Shares Call Option during the period commencing on (and including) 30 April 2011 and ending on (and including) 30 April 2021 (the “Retained Shares Call Option Period”), save that the Offeror shall not exercise the Retained Shares Call Option where Best Decade has, during the Retained Shares Call Option Period, served a notice in writing to sell the Retained Shares to the Offeror in accordance with the pre-emptive rights set out in the Share Purchase Agreement and disclosed in paragraph 2.6(d) of the Possible Offer Announcement; (b) Best Decade may exercise the Retained Shares Put Option during the period commencing on (and including) 1 November 2009 and ending on (and including) 30 April 2021 (the “Retained Shares Put Option Period”); and (c) the cash consideration payable by the Offeror for the Retained Shares on the exercise of the Retained Shares Call Option or the Retained Shares Put Option (as expressly provided the case may be) is dependent upon a number of factors including, inter alia, the profit and net debt of the Company and its subsidiaries (the “▇▇▇▇▇▇ Group”) for the financial year prior to the date of the exercise of the Retained Shares Call Option or Retained Shares Put Option (as the case may be), the enterprise value and the earnings of the Offeror, a historical 30-day average of the MSCI Metals & Mining Index, if the Company is still listed on the SGX-ST at the time of the exercise of the Retained Shares Call Option or the Retained Shares Put Option (as the case may be), the volume weighted average share price of the ▇▇▇▇▇▇ Shares for the 30-day period prior to the date of such exercise, and the volume weighted average share price of the Offeror for the same period. 2.3 The Offeror, Best Decade and the Covenantors have further agreed that: (a) the Offeror shall, as soon as reasonably practicable following the completion of the Initial Share Sale for the calendar year 2008, procure the supply to the Company or another ▇▇▇▇▇▇ Group Company as the Company may direct of not less than one million tonnes of iron ore at prices in Section 5(cline with the then prevailing international contract prices. In the event that a larger amount of iron ore is needed to satisfy ▇▇▇▇▇▇’▇ iron ore requirements during this period of time, the Offeror shall, upon the request of ▇▇▇▇▇▇, use reasonable efforts to procure further supplies of iron ore to ▇▇▇▇▇▇, taking into consideration the prevailing market conditions and existing contracts and commitments already entered into by the Offeror; (b) belowthe Offeror shall from and including the calendar year 2009, procure the supply to the Company or another ▇▇▇▇▇▇ Group Company as the Company may direct of the higher of (i) two million tonnes of iron ore per annum and (ii) iron ore amounting to not less than 51 per cent. of the Company’s annual iron ore requirement, in each case at prices in line with the then prevailing international contract prices; (c) ▇▇ ▇▇▇▇ ▇▇▇▇▇ shall have the right of first refusal to co-invest or otherwise cooperate with the Offeror in any business for the manufacture of steel in the PRC, including, without limitation, the acquisition or development of any such business which may be acquired or developed by the Offeror after the close of the Offer in such proportion as may be agreed between the parties; (d) the Offeror shall, after completing an assessment of the technological requirements of the ▇▇▇▇▇▇ Group, enter into a technology transfer agreement with the Company to transfer to the Company or the ▇▇▇▇▇▇ Group, without charge or royalty, technology, technical expertise and knowhow to develop and improve the production and quality of steel and to train personnel and workers of the ▇▇▇▇▇▇ Group; (e) the Offeror shall, to the extent permitted by all applicable laws with respect to the Company, procure that the Company distributes to the shareholders of the Company by way of dividends, for so long as Best Decade holds the Retained Shares unless otherwise agreed between Best Decade and the Purchaser, not less than 25 per cent. of the net profits of the Company in respect of each financial year available for distribution, such dividend to be paid within one month after the audited financial statements of the Company for that financial year are issued; (f) each of the Offeror and Best Decade shall be entitled to nominate and maintain on the board of the Company a number of directors proportionate to their shareholding in the Company; and (g) they shall use their best endeavours to procure that no action is taken or resolution is passed by the board of the directors of the Company or any ▇▇▇▇▇▇ Group Company or shareholders of any ▇▇▇▇▇▇ Group Company in respect of certain reserved matters (“Reserved Matters”) without the prior written consent of Parenteach of Best Decade and the Offeror. The Reserved Matters include, no Stockholder shall: (i) directly or indirectlyinter alia, transfer, sell, offer, exchange, assign, pledge, gift, donate or otherwise dispose of or encumber any legal or Beneficial Ownership in any the winding up of the Acquisition Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer (as defined below) ofCompany, any of change to 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 constitutional 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇Group Company and any change to the nature or scope of the business of any ▇▇▇▇▇▇ 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; M▇▇▇▇ 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 StockGroup Company.

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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇shall mean any relationship by blood, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energymarriage or adoption, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇Company Lock-Up Period, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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;

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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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 P▇▇▇▇▇ 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: H▇▇▇▇▇▇▇ & P▇▇▇▇, Inc.; Precision Drilling Corporation; P▇▇▇▇▇▇▇▇-UTI Energy, Inc.; KCA Deutag; SLB; Halliburton Company; B▇▇▇▇ H▇▇▇▇▇ Company; Expro Group; Arabian Drilling Company; ADES Holding; W▇▇▇▇▇▇▇▇▇▇ 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; M▇▇▇▇ 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.