SECURITIES TRANSFER AGREEMENT

This SECURITIES TRANSFER AGREEMENT (the “Agreement”) is made and entered into effective as of October 31, 2024 (the “Effective Date”) by and among Olayan Saudi Holding Company, a company formed and existing under the laws of the Kingdom of Saudi Arabian (“Seller”), Olayan Financing Company, a company formed and existing under the laws of the Kingdom of Saudi Arabia (“Buyer”) , and Seller and Buyer are collectively referred to as the “Parties,” and each individually as a “Party”.

Recitals

WHEREAS, Seller is a majority owned subsidiary of Buyer;

WHEREAS, Seller is the owner of (i) 17,025,258 ordinary shares, no par value (such ordinary shares, generally, the “Ordinary Shares” and the foregoing owned Ordinary Shares, the “Seller Shares”), in National Energy Services Reunited Corp., a corporation formed and existing under the laws of the British Virgin Islands with principal offices located at 777 Post Oak Blvd., Suite 800, Houston, Texas 77056 (the “Company”), and (ii) 3,000,000 warrants of the Company each entitling holder to purchase one-half of one Ordinary Share at a price of $5.75 per half share (the “Warrants,” and together with the Seller Shares, the “Securities”), equaling a total 1,500,000 Ordinary Shares issuable upon exercise of the Warrants; and

WHEREAS, Seller desires to sell, transfer and assign to Buyer, and Buyer desires to purchase, acquire and accept, all of Seller’s right, title and interest in and to the Securities (the “Transfer”), with effect as of the Effective Date, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1           Transfer

1.1       Transfer. Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby purchases, acquires and accepts from Seller, all of Seller’s right, title and interest in and to the Securities with effect as of the Effective Date.

1.2       Price. In consideration for the sale, transfer and assignment of the Securities, Buyer shall pay to Seller the amount set forth in EXHIBIT A attached hereto (the “Purchase Price”), which constitutes Seller’s net book value of the Securities as of the Effective Date.

1.3       Payment. Buyer shall pay the Purchase Price to Seller by wire transfer of immediately available funds in United State dollars to the account designated by Seller on EXHIBIT B within five (5) business days (a day other than a Friday, Saturday, or public holiday, on which commercial banks are open for non-automated commercial business in the Kingdom of Saudi Arabia) of the Effective Date.

Section 2           Representations and Warranties

2.1       Representations and Warranties of Seller. Seller represents and warrants to Buyer, as of the Effective Date, as follows:

2.2       Representations and Warranties of Buyer. Buyer represents and warrants to Seller, as of the Effective Date, as follows:

Section 3          Miscellaneous

3.1       Beneficial Ownership. It is the intention of the Parties that the sale of the Securities shall be effective as of the Effective Date, from and after which date Buyer shall be the beneficial owner of the Securities for all purposes and to the extent that registered ownership of the Securities is not transferred to Buyer as of the Effective Date, Seller shall hold the Securities as nominee or trustee for the benefit of Buyer until the Securities have been formally registered in the name of Buyer. It is the intention of the Parties that all the benefits and burdens of ownership of the Securities shall transfer to Buyer on the Effective Date. To the extent that the transfer of ownership of the Securities to Buyer is not completed on the Effective Date or would be contrary to applicable Law, the Parties will use their best efforts to provide to, or cause to be provided to, Buyer, to the extent permitted by Law, the rights and benefits associated with the ownership of the Securities and to take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if Buyer were the holder of the Shares. Without limiting the foregoing and in connection therewith, from and after the Effective Date, Buyer will have the right to:

3.2       Further Assurances. Each Party shall perform such acts, execute and deliver such instruments and documents, and do all such other things as may be reasonably necessary to accomplish the transactions contemplated in and otherwise give effect to this Agreement.

3.3       Governing Law. The laws of Saudi Arabia shall govern the construction, validity, interpretation and performance of this Agreement and all non-contractual obligations arising from or connected with this Agreement.

3.4       Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable. The Parties shall then use all reasonable endeavors to replace the invalid or unenforceable provision(s) by a valid, legal and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid, illegal or unenforceable provision.

3.5       Entire Agreement. This Agreement, including the exhibits hereto, constitutes the final agreement between the Parties, and is the complete and exclusive statement of the Parties’ agreement on the matters contained herein. Notwithstanding the foregoing, the Parties contemplate that they may desire to enter into or execute transfer instruments of various kinds consistent with, but in some cases duplicative of, this Agreement in order to effect the transfer of the Securities and to facilitate the registration (if required) of such transfer with local governmental authorities having jurisdiction over the Company.

3.6       Counterparts. The Parties may execute this Agreement in counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of both Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

3.7       Headings. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. When a reference is made in this Agreement to a Section, such reference will be to a section of this Agreement unless otherwise indicated.

3.8       Amendments. This Agreement may not be amended, supplemented or otherwise modified except by a written instrument executed by each of the Parties hereto.

3.9       Certain Definitions. For purposes of this Agreement:

(Signature page follows)

IN WITNESS WHEREOF, the Parties have duly executed this Agreement effective as of the Effective Date.

(Signature page to Securities Transfer Agreement)

(Signature page to Securities Transfer Agreement)

EXHIBIT A

Purchase Price

The Purchase Price for the Securities is United States dollars 177,802,667.

EXHIBIT B

Seller’s Account Information

For the sale of 14,025,258 Ordinary Shares held through the transfer agent, [ ]:

Account Name: [ ]

Commercial Registration No.: [ ]

Account Number : [ ]

IBAN: [ ]

Bank Name: [ ]

SWIFT Code: [ ]

For the sale of 3,000,000 Ordinary Shares and 3,000,000 Warrants held through [ ]:

ii

sECOND ADDENDUM TO THE NOMINEE AGREEMENT

This SECOND ADDENDUM TO THE NOMINEE AGREEMENT (this “Agreement”) is made and entered into on October 31, 2024 (the “Effective Date”) by and among Olayan Saudi Holding Company, a a company existing under the laws of the Kingdom of Saudi Arabia (“Assignor”), Olayan Financing Company, a company existing under the laws of the Kingdom of Saudi Arabia (“Assignee”), and Hana Investments Co. WLL, a company existing under the laws of the Kingdom of Bahrain (“Nominee”). Each of Assignor, Assignee and Nominee are collectively referred to as the “Parties,” and each individually as a “Party”.

RECITALS

WHEREAS, the Assignor and Nominee signed a Nominee Agreement on May 9, 2018, as amended by an addendum dated June 8, 2018 (the “Nominee Agreement”);

WHEREAS, each of the Parties hereto desires to amend the Nominee Agreement as set forth herein, and desires that the Nominee Agreement shall remain in full force and effect, except as expressly set forth in this Agreement;

WHEREAS, the Parties have entered into a Securities Transfer Agreement, dated as of October 31, 2024 (the “Transfer Agreement”), pursuant to which Assignor agreed, subject to the terms and conditions set forth therein, to sell, assign, transfer, convey and deliver to Assignee, and Assignee agreed to purchase from Assignor, all of Assignors’ right, title and interest in and to the Securities (as defined in the Transfer Agreement); and

WHEREAS, Nominee entered into a Registration Rights Agreement with National Energy Services Reunited Corp. (the “Issuer”), dated June 5, 2018 (the “Registration Rights Agreement”).

NOW, THEREFORE, in consideration of these premises and the mutual covenants, conditions and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree and covenant as follows:

1.1       Transfer and Assignment. Assignor hereby transfers and assigns to Assignee all of Assignor’s right, title, interest in and to the Nominee Agreement, and Assignor is hereby released from any obligations under the Nominee Agreement, such that Assignee shall be considered the “Owner” under, and as defined in, the Nominee Agreement (the “Assignment”), Assignee hereby accepts the Assignment, and Nominee hereby acknowledges the Assignment, effective as of the Effective Date, such that:

1.2       Except as expressly provided herein, the Nominee Agreement is not being amended, supplemented, or otherwise modified, and the Nominee Agreement shall continue in full force and effect in accordance with its terms.

2.1       Authority. Each of the Parties hereby warrants to the other that it has all necessary power and authority, and has taken all action necessary, to authorize, execute, deliver and perform this Agreement and the Assignment, in accordance with the terms of this Agreement, and no other action on the part of such Party is necessary to authorize the execution, delivery and performance of this Agreement.

3.1       Binding Nature. This Agreement will be binding upon and inure to the benefit of the Parties and the successors and assigns of the Parties.

3.2       No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

3.3       Further Assurances. The Parties will each perform such acts, execute and deliver such instruments and documents, and do all such other things as may be reasonably necessary to accomplish the transactions contemplated in this Agreement.

3.4       Governing Law. The laws of Saudi Arabia shall govern the construction, validity, interpretation and performance of this Agreement and all non-contractual obligations arising from or connected with this Agreement.

3.5       Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

3.6       Entire Agreement. This Agreement and the Nominee Agreement (including any other exhibit, annex or schedule attached hereto or thereto) constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.

3.7       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

3.8       Headings. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. When a reference is made in this Agreement to a section or schedule, such reference will be to a section of, or a schedule to, this Agreement unless otherwise indicated.

3.9       Amendments. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party.

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date.

OLAYAN SAUDI HOLDING COMPANY

OLAYAN FINANCING COMPANY

HANA INVESTMENTS CO. WLL