THE MERGER

The Companies

Frank’s

Frank’s is a Netherlands limited liability company (naamloze vennootschap) and an industry-leading global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. We were established in 1938 and provide our services and products to leading exploration and production companies in both offshore and onshore environments, with a focus on complex and technically demanding wells. We believe that we are one of the largest global providers of tubular services to the oil and gas industry.

Frank’s Common Stock is traded on the NYSE under the symbol “FI.”

Our principal executive offices are located at Mastenmakersweg 1, 1786 PB Den Helder, The Netherlands, and our telephone number is +31 (0)22 367 0000. Our primary U.S. offices are located at 10260 Westheimer Rd., Houston, Texas 77042, and our telephone number at that address is (281) 966-7300. We maintain a website at www.franksinternational.com. Other than the documents expressly incorporated herein by reference, information on our website is not incorporated by reference into this proxy statement/prospectus and does not constitute part of this proxy statement/prospectus. Additional information about Frank’s and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” on page 269.

Expro

Expro is an exempted company limited by shares incorporated under the laws of the Cayman Islands. Expro provides well flow optimization services by combining innovative technology with high quality data across well test and appraisal, subsea well access, well intervention and production services and solutions, with a specific focus on offshore, deepwater and other technically challenging environments. Expro provides well flow management services in many of the world’s major offshore and onshore energy basins, with over 100 locations and operations in more than 50 countries. Expro’s broad portfolio of products and services provides cost-effective solutions to enhance production and improve recovery across the full well lifecycle, from exploration through development, production and eventual abandonment.

Expro’s principal executive offices are located at 1311 Broadfield Boulevard, Suite 400, Houston, Texas, 77084.

Merger Sub

Merger Sub is an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Frank’s. In the Merger, Expro will be merged with and into Merger Sub, with Merger Sub surviving the Merger as a direct, wholly owned subsidiary of Frank’s.

Effects of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Expro will be merged with and into Merger Sub, with Merger Sub surviving the Merger as a direct, wholly owned subsidiary of Frank’s. Subject to certain exceptions, holders of Expro Ordinary Shares will receive shares of Frank’s Common Stock. Upon consummation of the Transactions, Frank’s expects that its current shareholders will own approximately 35% of the Combined Company and current Expro shareholders will own approximately 65% of the Combined Company. Following the Merger, the name of the Company will be changed to “Expro Group Holdings N.V.”

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Pursuant to the Merger Agreement, at the Effective Time, subject to certain exceptions, each Expro Ordinary Share then outstanding will be converted into the right to receive a number of shares of Frank’s Common Stock equal to the Exchange Ratio. The Merger Agreement further contemplates that Frank’s will effect the Frank’s Reverse Stock Split in respect of all issued and outstanding shares of Frank’s Common Stock at a ratio in the range from 1-for-4 to 1-for-7, with such specific ratio to be determined by the Frank’s Supervisory Board following the Annual Meeting, subject to approval of the Frank’s shareholders (with the consent of Expro not unreasonably withheld, conditioned or delayed). If the Frank’s Reverse Stock Split is effected prior to the Effective Time the Exchange Ratio will be adjusted by multiplying the Exchange Ratio by the Reverse Split Ratio.

Background of the Merger

The terms of the Merger are the result of arm’s-length negotiations between Frank’s and Expro. The following is a summary of the events leading up to the signing of the Merger Agreement and the key meetings, negotiations, discussions and actions by and between Frank’s and Expro and their respective advisors that preceded the public announcement of the Merger.

The Frank’s Supervisory Board and Frank’s management (including members of the Frank’s Management Board) regularly review and assess Frank’s performance, strategy, financial position, opportunities and risks in light of current business and economic conditions, as well as developments in the oilfield services sector, and across a range of scenarios and potential future industry developments. These regular reviews have, at the direction of the Frank’s Supervisory Board, included evaluation of potential strategic combinations, asset divestments and acquisition opportunities. One of these reviews occurred in October, 2019. During this review, Frank’s management developed and proposed four key goals to drive long term value creation for Frank’s: (1) realize top quartile return on invested capital and free cash flow efficiency against selected companies by 2022, (2) solidify Frank’s as a technology leader, with revenue contribution from newly developed products to represent at least 20% of revenue, (3) achieve greater scale by growing market capitalization to at least $2 billion by the end of 2022 and (4) diversify by entering into adjacent businesses such that no single product line would account for more than 40% of consolidated revenue by 2022. In connection with this review, the Frank’s Supervisory Board determined that a merger with a large-scale transaction partner could be a strong contributor to achieving these goals. The Frank’s Supervisory Board also considered whether an acquisition of one or more smaller companies (the “Bolt-on Strategy”) could contribute to the achievement of these goals as well.

Beginning in the fall of 2019 in connection with the further development of strategic goals, Frank’s management, assisted by representatives of Moelis, evaluated potential merger partners by broadly considering the universe of mid-cap oilfield services companies. To determine the appropriate companies to contact while maintaining the confidentiality of its evaluation, Frank’s management used a funnel approach to first identify and screen the maximum number of potential partner candidates and then eliminate unlikely counterparties, including those that were North American land-focused companies, offshore supply vessel companies, high capital intensity companies and those with commoditized products. The screening process also included certain balance sheet and trading criteria, including the exclusion of companies that carried net debt balances in excess of market capitalization. A first draft list of potential candidates was discussed during the October 2019 Frank’s Supervisory Board meeting and subsequent work to evaluate the list occurred between November 2019 and February 2020.

During the process, Frank’s, together with its outside legal counsel, Vinson & Elkins L.L.P., recognized that a key issue in any strategic transaction involving a change of control of Frank’s would be Frank’s payment obligations under its Original TRA, which it entered into with Mosing Holdings in connection with Frank’s initial public offering (“IPO”) in 2013. Until Frank’s IPO, Frank’s was owned solely by members of the Mosing family. Frank’s became a publicly traded company in 2013 using an “umbrella partnership C corporation,” or “Up-C” structure, which is a common, tax efficient structure and was used by a number of companies going public at the time. Frank’s sole material asset at that time was its indirect interest in FICV, a Dutch company

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taxable as a partnership for U.S. federal income tax purposes. Mosing Holdings held the remaining interests in FICV and matching preferred shares in Frank’s. In 2016, Mosing Holdings exchanged all of its interests in FICV and preferred shares in Frank’s for common shares in Frank’s. This exchange was a taxable exchange, resulting in gain for the Mosing family and an increased tax basis in the FICV assets for Frank’s, which increased tax basis has the potential to reduce Frank’s future U.S. federal, state and local income tax.

The terms of the Original TRA generally provide for the payment by Frank’s of 85% of actual reductions, if any, in payments of U.S. federal, state and local income or franchise tax by Frank’s in periods after the IPO as a result of (i) the tax basis increases from Mosing Holdings’ exchange of interests in FICV and preferred shares of Frank’s for shares of Frank’s Common Stock, (ii) any deductions of interest deemed to be paid by Frank’s as a result of any payments made under the Original TRA and (iii) any additional tax basis arising from payments made under the Original TRA. Frank’s would retain the benefit of the remaining 15% of these cash tax savings.

The Original TRA provides that upon a change of control of Frank’s, an immediate lump-sum early termination payment is due in an amount equal to the sum of all potential future Original TRA payments, calculated using valuation assumptions contained in the Original TRA (the “Early Termination Payment”). As noted in Frank’s periodic reports filed with the SEC, the Early Termination Payment presented an impediment to any change of control transaction, especially given the size of such payment relative to Frank’s recent market capitalization. For example, if the Early Termination Payment had been triggered on December 31, 2020, the estimated Early Termination Payment would have been approximately $68.0 million.

On February 19, 2020, the Frank’s Supervisory Board held a regularly scheduled meeting. At this meeting, Frank’s management and representatives of Moelis provided the Frank’s Supervisory Board with an update on the search for potential merger partners and Bolt-on Strategy targets. Frank’s management and representatives of Moelis reviewed with the Frank’s Supervisory Board a list of potential merger partners identified using the funnel approach: Expro, Company A, a privately held oilfield services company, Company B, a publicly traded oilfield services company, and Company C, a publicly traded oilfield services company. Frank’s management and representatives of Moelis also reviewed with the Frank’s Supervisory Board a list of potential Bolt-on Strategy targets. Frank’s management recommended that Frank’s wait to contact potential counterparties until May 2020 to allow time to realize potential benefits of planned cost-cutting measures by Frank’s.

Beginning in early March 2020, the Kingdom of Saudi Arabia, in response to Russia’s refusal to reduce oil production, initiated a price war that led to a collapse in oil prices. At approximately the same time, the COVID-19 pandemic began to alter all aspects of life throughout the world, including in the United States and the other areas in which Frank’s has operations. The combination of these events had an extreme negative effect on the oilfield services industry. By March 11, 2020, the closing price of the Frank’s Common Stock had declined almost 64% from year-end 2019, to $1.85 per share. In response to the downturn and commodity market uncertainty, Frank’s engaged in additional cost reduction efforts.

On May 6, 2020, at a regularly scheduled meeting of the Frank’s Supervisory Board, Frank’s management, with the assistance of representatives of Moelis, reviewed with the Frank’s Supervisory Board more detailed information on the four potential merger partners, Expro, Company A, Company B and Company C. Frank’s management recommended that outreach be initiated to each potential partner to gauge its interest in a strategic transaction with Frank’s. At this meeting, the Frank’s Supervisory Board determined that the Bolt-on Strategy was now unlikely to be a viable way to achieve Frank’s strategic goals in light of the length of time to execute multiple transactions as well as increased integration risk of integrating multiple companies. The Frank’s Supervisory Board authorized management and Moelis to contact the four potential merger partners to determine whether there was interest in a strategic transaction with Frank’s.

Following authorization from the Frank’s Supervisory Board, in May 2020, Frank’s management, assisted by representatives of Moelis, contacted each of the four potential merger partners. Expro and Company A each expressed a willingness to engage in preliminary discussions to evaluate the logic of a potential combination with

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Frank’s. Company B stated that it was interested in a potential merger but that it was evaluating companies with a different operational focus than Frank’s and did not wish to engage further with Frank’s at the time. Company C indicated that it had several other internal initiatives in progress and that the timing did not seem suitable. During the initial outreach, Expro identified the Early Termination Payment under the TRA as a potential impediment to a successful combination transaction.

On May 18, 2020, Frank’s formally engaged Moelis to assist Frank’s in its evaluation of strategic alternatives.

On June 3, 2020, Frank’s entered into a mutual confidentiality agreement with Expro.

On June 24, 2020, Frank’s entered into a mutual confidentiality agreement with Company A. This confidentiality agreement did not prohibit Company A from requesting a waiver of the standstill provisions contained in such agreement (such provision, a “Don’t Ask, Don’t Waive Standstill”) and provided that the standstill did not apply if Frank’s entered into a merger agreement with a third party (such provision, a “Standstill Fall Away”).

In late June 2020, Frank’s and Company A provided each other with summary information and began a mutual due diligence process.

On July 16, 2020, Frank’s and Expro provided each other with access to their respective virtual data rooms and began a mutual due diligence process.

On August 5, 2020, the Frank’s and Company A management teams held reciprocal management presentations in which each provided the other with a general overview of their business, as well as overviews of historical financial materials and a 2020 forecast for each company.

On August 7, 2020, the Frank’s and Expro management teams held reciprocal management presentations in which each provided the other with a general overview of their business, as well as overviews of five year financial projections for each company.

Starting on August 28, 2020 and continuing throughout September 2020, Frank’s and Expro held a series of due diligence sessions to review standalone financial projections, evaluate business strategies and discuss potential cost synergies from a strategic combination of the two companies.

On September 16, 2020, the Frank’s and Company A management teams met to further discuss the potential strategic fit between the companies.

On September 30, 2020, Company B contacted Frank’s to determine whether Frank’s would still be interested in a potential combination. Frank’s management indicated that it would revisit potential further engagement with the Frank’s Supervisory Board and revert.

On October 14, 2020, after Frank’s management consulted with Frank’s Supervisory Board representatives, Frank’s entered into a mutual confidentiality agreement with Company B. This agreement did not contain a Don’t Ask, Don’t Waive Standstill and contained a Standstill Fall Away. Company B also requested that Frank’s enter into a 60-day exclusivity agreement with Company B at this time, which Frank’s declined.

On October 22, 2020, Expro delivered a written indication of interest, offering to combine with Frank’s in a stock-for-stock transaction pursuant to which Expro shareholders would own 69% of the Combined Company and Frank’s shareholders would own 31% of the Combined Company, assuming no payments were made to Mosing Holdings under the Original TRA. In prior conversations, Expro’s advisors had communicated that the equity split should be adjusted in favor of Expro by 0.1% for every $3 million paid to Mosing Holdings in settlement of the TRA obligations.

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Also on October 22, 2020, Company B delivered a written indication of interest offering to combine with Frank’s in a stock-for-stock transaction at a fixed exchange ratio calculated based on the stock prices of Frank’s and Company B as of such time, with the Combined Company to be managed entirely by Company B’s management team.

Company A did not provide a written indication of interest during this period but continued to verbally express an interest in a combination with Frank’s to both Frank’s management and representatives of Moelis.

On October 30, 2020, the Frank’s Supervisory Board held a regularly scheduled meeting. Representatives of Vinson & Elkins and Moelis attended for portions of the meeting related to strategic matters. Mr. Kearney commenced the discussion with background materials on strategy, including an overview of the macro-economic environment for oilfield services. He then reviewed Frank’s strategic goals and activities in pursuit of those goals over the last year. A representative of Vinson & Elkins provided the Frank’s Supervisory Board with a presentation on the duties of directors in the context of considering strategic transactions (noting that in discussing duties under Dutch law, Vinson & Elkins had consulted with Frank’s outside Dutch corporate counsel) and various procedural and negotiating matters that were likely to arise in the consideration of strategic transactions. Vinson & Elkins also presented information on conflicts of interest, specifically noting that under the Original TRA, the Mosing directors would benefit from accelerated payment under the Original TRA in the event of any transaction resulting in a change in control of Frank’s. As a result, Vinson & Elkins recommended that the Frank’s Supervisory Board establish the Special Committee comprised of independent directors to lead the negotiation of any strategic transaction with a counterparty, as well as any negotiation of TRA payments with Mosing Holdings.

Mr. Kearney then noted that in previous board meetings, the directors had expressed broad general support for the need to consider a strategic combination transaction. It was noted that any leverage from such a combination as well as management and governance of the resulting combined business was a matter of significant concern for the directors. He also stated that the directors had expressed concern about the projected cash flow of the resulting business, and questioned whether Frank’s as a standalone company could achieve an appropriate valuation in a transaction in light of the current stock price. Representatives of Moelis then presented additional information on potential strategic transactions with Company A, Company B and Expro, including a comparison of the proposals by Company B and Expro. With respect to Company B’s proposal, the Frank’s Supervisory Board noted that Company B’s shareholders would own a significant portion of the Combined Company and that the Combined Company would be managed by Company B’s management team, but the consideration being proposed implied no premium for Frank’s shareholders. The Frank’s Supervisory Board also noted that Company A did not provide a formal indication of interest and carried a significant amount of debt.

Following this discussion, the Frank’s Supervisory Board (i) authorized management to (A) continue discussions with Expro to determine if preliminary economic terms could be agreed upon and to conduct more detailed due diligence on Expro, (B) inform Company B that Frank’s would be willing to continue discussions but would require a control premium and additional due diligence information about Company B, and (C) maintain discussions with Company A, and (ii) established, authorized and empowered the Special Committee consisting of the independent directors who were not members of the Mosing family. The Frank’s Supervisory Board further adopted the charter of the Special Committee, which empowered the Special Committee to (i) review and evaluate the terms and conditions, and determine the advisability of, significant strategic transactions, (ii) conduct negotiations with potential counterparties, (iii) determine whether a potential strategic transaction is fair to, and in the best interests of, Frank’s and its shareholders, including the ability to reject any potential strategic transaction, (iv) advise the Frank’s Supervisory Board and make recommendations regarding payments to be made under the Original TRA, in the event that payment under the Original TRA may be triggered by consummating a potential transaction, (v) negotiate the amount of any payment to Mosing Holdings under the TRA that may be triggered by consummating a potential transaction, (vi) recommend to the full Frank’s Supervisory Board what action should be taken, if any, with respect to a potential transaction and/or in connection with or pursuant to the Original TRA, and (vii) perform such other functions as the Frank’s

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Supervisory Board may assign to the Special Committee from time to time. The Frank’s Supervisory Board also agreed that it would not approve a potential transaction or recommend a potential transaction for approval by the Company’s shareholders, without a prior favorable recommendation of the Special Committee.

On November 4, 2020, Mr. Kearney delivered a letter to Company B requesting additional due diligence information on Company B, including Company B’s 2021 budget and five year forecast. Mr. Kearney’s letter also noted that given the percentage ownership that Frank’s shareholders would receive in the pro forma company relative to Company B’s shareholders and given that Company B’s proposal provided that the Combined Company would be managed by Company B’s management team, Frank’s would require a control premium.

On November 5, 2020, Company B responded to Mr. Kearney’s letter, agreeing that additional diligence information should be exchanged, and suggesting a meeting to exchange management presentations on November 18 or 19, 2020. Company B did not specifically respond to Mr. Kearney’s suggestion that a control premium would be appropriate.

On November 6, 2020, Mr. Kearney responded to Company B suggesting that the management meetings between the two companies be delayed until the week of November 30.

Also on November 6, 2020, the Special Committee held its initial meeting and invited members of Frank’s management, including Mr. Kearney, Melissa Cougle, Frank’s Chief Financial Officer and John Symington, Frank’s General Counsel. The Special Committee first determined that because neither Vinson & Elkins nor Moelis had significant business relationships with the Mosing family and in the interest of maintaining confidentiality, each firm would be requested to assist the Special Committee in connection with its review of potential strategic transactions and negotiations with the Mosing family. The Special Committee next discussed its intended approach with each of the potential counterparties. With respect to Company A, the Special Committee discussed how much debt reduction would be required before closing in order to make a transaction with Company A reasonably acceptable. Nevertheless, the Special Committee agreed to authorize management to engage with Company A to determine whether Company A’s interest remained serious. With respect to Company B, Mr. Kearney updated the Special Committee of his discussions with Company B’s Chief Executive Officer. Mr. Kearney proposed, and the Special Committee authorized, that he offer to Company B’s Chief Executive Officer that the companies exchange limited due diligence information, and then arrange management meetings in late November or early December. Mr. Kearney also summarized for the Special Committee certain preliminary financial information prepared by management related to a potential transaction. The Special Committee also discussed the need to insulate the Original TRA discussions with Expro from any discussions with the Mosing directors.

On November 9, 2020, Company B responded to Mr. Kearney agreeing to delay the management meetings until the week of November 30, but also reiterating its demand for exclusivity. Company B also informed Mr. Kearney that it did not believe a control premium was appropriate.

On November 11, 2020, Mr. Kearney had a telephone call with Michael Jardon, Expro’s Chief Executive Officer. During the call, Mr. Jardon reiterated Expro’s proposed 69%/31% equity split, assuming no payment made pursuant to the Original TRA. Mr. Jardon indicated that because some payment under the Original TRA would likely be required, any external use of Frank’s cash would likely shift the proposed equity split more in favor of Expro shareholders.

On November 12, 2020, Ms. Cougle and the Chief Financial Officer of Company A met via videoconference and exchanged certain financial projections of their respective companies. Additionally, over the course of several of discussions between October 31, 2020 and November 20, 2020, representatives of Frank’s and Company A discussed what would be an appropriate amount of debt for the prospective Combined Company. Frank’s communicated to Company A that Company A would need to meaningfully reduce its debt in order for Frank’s to enter into a combination between the two companies.

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On November 13, 2020, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins. Mr. Kearney summarized for the Special Committee his November 11 discussions with Mr. Jardon, including Expro’s proposal of a 69%/31% equity split, assuming no payment made pursuant to the TRA. Representatives of Moelis also summarized for the Special Committee their conversations with representatives of J.P. Morgan Securities LLC (“J.P. Morgan”), Expro’s financial advisor, concerning Expro’s rationale for its terms. Representatives of Moelis also provided certain preliminary financial information relating to Expro’s proposed equity split and potential counterproposals. Following a discussion among the Special Committee, Frank’s management and representatives of Moelis, the Special Committee authorized Frank’s management to communicate a counterproposal to Expro providing for a 64%/36% equity split.

Following the Special Committee meeting, Mr. Kearney separately contacted each member of the Special Committee to notify them of the intent to make a counterproposal providing for a 62%/38% equity split to allow for additional negotiating room, rather than the 64%/36% equity split authorized by the Special Committee.

On November 16, 2020, Frank’s communicated to Expro in writing a counterproposal of a 62%/38% equity split, assuming no payment made pursuant to the Original TRA.

On November 19, 2020, Mr. Kearney and Mr. Jardon met in person to discuss the counterproposal by Frank’s. Mr. Jardon indicated that, based on his discussions with Expro’s largest shareholders, Expro might be able to agree to an equity split of 67%/33%. Mr. Jardon stated that he was concerned that Expro’s controlling shareholders were losing patience with the negotiations and requested that Frank’s agree to a 60-day period of exclusive negotiations. Mr. Jardon confirmed his proposal later that day by email, and added an express provision to the proposal that the equity split would be adjusted by 0.1% in favor of Expro for every $3 million paid to Mosing Holdings in settlement of the Original TRA obligations.

On November 20, 2020, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins. Mr. Kearney summarized for the Special Committee his November 19 discussions with Mr. Jardon, including Mr. Jardon’s view that Expro could be willing to offer Frank’s shareholders 33% of the Combined Company, as well as Mr. Jardon’s request for 60 days of exclusivity. Following broad discussion, the Special Committee authorized Frank’s management to communicate a counterproposal to Expro providing for a 64%/36% equity split assuming no payment made pursuant to the Original TRA. In addition, the Special Committee determined that Frank’s should not enter into exclusivity with Expro until the parties agreed on equity splits, and that in any case the exclusivity period should be shorter than 60 days. Finally, Mr. Kearney informed the Special Committee that discussions with Company A were not moving forward quickly.

Following the meeting, Mr. Kearney had a call with Michael McMahon, the Chairman of the Special Committee, and a representative of Moelis, to discuss the response to Expro. While the Special Committee had authorized a 64%/36% counterproposal, Expro’s proposal specifically made reference to an adjustment to the equity split based on payments made to settle the Original TRA. Messrs. Kearney and McMahon, taking into account the views expressed by the representative of Moelis, concluded that it was preferable to assume an Original TRA payment of $10 million and present the equity split as the economic equivalent of 64%/36%. With Mr. McMahon’s approval, Mr. Kearney called members of the Special Committee to explain the inclusion of the indicative $10 million Original TRA payment and reducing the equity split to 64.33%/35.67%.

On November 24, 2020, representatives of Frank’s management met with representatives of Mosing Holdings to provide an update on transaction negotiations.

On November 25, 2020, Frank’s delivered to Expro a written counterproposal of a 64.33%/35.67%, assuming a $10 million payment made pursuant to the Original TRA.

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On November 27, 2020, Expro delivered to Frank’s a written counterproposal of a 66.33%/33.67% equity split, assuming a $10 million payment under the Original TRA.

On November 28, 2020, Mr. Kearney and Mr. Jardon had a telephone call to discuss Expro’s latest counterproposal. Mr. Kearney requested that he have time to review and discuss Expro’s latest counterproposal with the Special Committee, to which Mr. Jardon agreed.

On December 1, 2020, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins, to discuss Expro’s latest counterproposal. Mr. Kearney informed the Special Committee that promptly following Frank’s latest counterproposal, Expro responded with another counterproposal of a 66%/34% equity split assuming no payment under the Original TRA, and a 66.33%/33.67% equity split assuming a $10 million payment under the Original TRA. Representatives of Moelis also reviewed with the Special Committee certain preliminary updated financial information relating to a potential transaction taking into account recent changes in market conditions. Following discussion, the Special Committee authorized Frank’s management to seek an agreement with Expro equivalent to a 65%/35% equity split, adjusted for any payments under the Original TRA.

On December 2, 2020, Mr. Kearney had a telephone call with Mr. Jardon during which Mr. Kearney explained to Mr. Jardon that it was critical that the parties reach agreement on a 65%/35% equity split if Frank’s were to move forward with a transaction. Mr. Jardon indicated to Mr. Kearney that he would be willing to send another proposal to Frank’s, offering an equity split of 65%/35% and contemplating no Original TRA payment. Mr. Jardon also indicated that the proposal would include an assumed Original TRA settlement payment capped at $10 million at closing and any additional payments to be made in installments post-Closing. Mr. Jardon also noted that the equity split would be adjusted at a rate of 0.1% per $3 million in Original TRA settlement payments and that the proposal would contain a request for an exclusive dealing period. Mr. Kearney informed Mr. Jardon that he would discuss the contemplated proposal with the Special Committee.

On December 3, 2020, representatives of Frank’s and Vinson & Elkins met with representatives of Mosing Holdings and its counsel, Locke Lord LLP (“Locke Lord”), to discuss a potential settlement of the Early Termination Payment under the Original TRA in exchange for a reduced cash payment at the closing of a change in control transaction. Frank’s management presented a series of financial analyses representing potential payout outcomes assuming standalone Frank’s operating results. In addition, representatives of Frank’s indicated to the Mosing Holdings representatives that Frank’s management believed it would be possible to conclude a transaction with Expro with a 34.67% equity split for Frank’s and a $10 million Original TRA settlement payment to Mosing Holdings. Representatives of Mosing Holdings indicated that they would take this under consideration.

On December 4, 2020, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins. Mr. Kearney summarized for the Special Committee his December 2 discussion with Mr. Jardon, including Mr. Jardon’s willingness to submit a new proposal of a 65%/35% equity split and contemplating no Original TRA payment, to be adjusted according to the final Original TRA payment based on an agreed formula, and with a maximum $10 million Original TRA settlement payment at closing. The Special Committee authorized Mr. Kearney to encourage Mr. Jardon to send such a new proposal to Frank’s. Representatives of Vinson & Elkins, Mr. Kearney and Mr. Symington also updated the Special Committee on the meeting with the Mosing family held on the previous day.

Also on December 4, 2020, the Frank’s and Company B management teams held reciprocal management presentations in which each provided the other with a general overview and financial projections for each company.

Also on December 4, 2020, Expro delivered to Frank’s a written counterproposal of a 65%/35% equity split, with such equity splits to be adjusted at a rate of 0.1% per $3 million in Original TRA settlement payments. The

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proposal required that a maximum $10 million Original TRA settlement would be paid at Closing, with any additional payment to be in installments. The proposal also requested exclusivity for a period of 45 days.

On December 9, 2020, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins to discuss the status of negotiations with Expro and discussions with the Mosing family. Prior to the meeting, a draft response to Expro’s latest counterproposal was distributed to the Special Committee. Mr. Kearney informed the Special Committee that Expro was now proposing a 45-day exclusivity period. Mr. Kearney also informed the Special Committee that representatives of the Mosing family and Mr. Jardon were scheduled to meet on December 11, 2020 to discuss the potential combination between Frank’s and Expro. Mr. Kearney also provided an update on Frank’s discussions with Company B. Mr. Kearney informed the Special Committee that Company B continued to advocate an aggressive timeline and a market-based equity split without a premium. Ms. Cougle noted that the financial information received from Company B indicated that Company B would likely miss sell-side analysts’ consensus views of earnings and that current market valuations of Frank’s and Company B were not favorable for Frank’s. The Special Committee then discussed the draft response to Expro’s latest counterproposal, which proposed an equity split of 65%/35%, with any amounts paid to Mosing Holdings under the Original TRA reducing the equity allocation to Frank’s shareholders by 0.1% for every $3 million paid. The Special Committee also debated the merits of agreeing to an exclusivity period. The Special Committee observed that Company C had not engaged and Company A’s leverage made it a less attractive option than Expro. With respect to Company B, the Special Committee noted that Company B was unwilling to entertain any premium and its actual performance was likely to miss analysts’ expectations and result in a decline in its trading value relative to Frank’s stock price, but such impact would likely take time to be fully reflected in Company B’s stock price. The Special Committee also acknowledged that having Expro under a mutual exclusivity arrangement could be valuable, as it was likely that Expro was engaging in discussions with alternative counterparties as well. As such, the Special Committee authorized delivery of the counterproposal response to Expro with a proposed 30-day exclusivity period.

On December 10, 2020, Mr. Kearney delivered a letter to Mr. Jardon stating that, subject to confirmatory due diligence and the negotiation, execution and delivery of definitive documents in a form and substance satisfactory to Frank’s, the Special Committee would be prepared to move forward with a combination with Expro with an equity split of 65%/35%, with any amounts paid to Mosing Holdings under the Original TRA reducing the equity allocation to Frank’s shareholders by 0.1% for every $3 million paid. In addition, Mr. Kearney’s letter attached a draft exclusivity agreement and stated that, in light of the intensive efforts on the part of Frank’s and Expro in working towards a combination, Frank’s would be amenable to an exclusivity period of 30-days.

Later that day, on December 10, 2020, Frank’s and Expro executed an exclusivity agreement providing for an exclusivity period ending on January 9, 2021. Prior to signing the exclusivity agreement, Frank’s terminated discussions with Company A and Company B.

Also on December 10, 2020, Mr. Kearney and Mr. Jardon had a telephone call to discuss certain significant transactional matters. Mr. Jardon proposed that the Combined Company board of directors be comprised of six directors designated by Expro and three directors designated by Frank’s, and that the management of the Combined Company would be chosen through an equitable process by Mr. Jardon (subject to board oversight), who would be Chief Executive Officer of the Combined Company. Mr. Jardon also indicated a desire to have the Combined Company retain the Expro name or use a completely new name, but that he was committed to maintaining the Frank’s brand for Frank’s drilling and completions business. In addition, Mr. Jardon expressed a preference for the Combined Company to have an independent chairman that was not a current director or officer of Expro or Frank’s. Mr. Kearney and Mr. Jardon also discussed a mutual desire for the Combined Company to have a target stock price of approximately $20 per share following closing, which would require a reverse stock split.

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On December 11, 2020, representatives of the Mosing family and Mr. Jardon met to discuss the potential combination between Frank’s and Expro.

On December 14, 2020, representatives of Frank’s and Expro management, together with their advisors, met in person at Expro’s offices (with several participants joining through video conference) to discuss transaction structure.

Later on December 14, 2020, a representative of the Mosing family contacted Mr. Symington to advise him that the Mosing family was willing to settle the Original TRA Early Termination Payment by accepting such a payment in Frank’s Common Stock, rather than cash. At the time of the proposal, the Early Termination Payment was estimated to be slightly less than $60 million based on Frank’s most recently filed Form 10-Q.

On December 15, 2020, Mr. Kearney delivered a letter to Mosing Holdings rejecting Mosing Holdings’ offer to settle the Original TRA Early Termination Payment by accepting payment in stock. Mr. Kearney explained that a settlement of the Original TRA at that level precluded a transaction with Expro, and virtually any other strategic combination transaction that could be contemplated. Mr. Kearney further reiterated Frank’s proposal to settle all obligations under the Original TRA at closing of the contemplated transaction between Frank’s and Expro, for a lump sum cash payment of $10 million.

Throughout the remainder of December 2020, Frank’s management and representatives of Mosing Holdings engaged in further discussions regarding a potential termination of the Early Termination Payment under the Original TRA in exchange for a reduced cash payment at the closing of a change in control transaction.

In mid-December 2020, Mr. Jardon informed Mr. Kearney that a well-known former oilfield services executive officer had agreed in principle to serve as the Combined Company’s non-executive chairman and that this individual would count as one of Expro’s six director designees.

On December 16, 2020, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins to discuss the terms of the draft merger agreement for a combination with Expro prepared by Vinson & Elkins. Mr. Kearney led with a discussion of certain significant transactional issues that he had discussed with Mr. Jardon previously, including board composition, Mr. Jardon being the Combined Company’s Chief Executive Officer, the Combined Company’s name and the continuation of the Frank’s brand. Mr. Kearney also informed the Special Committee of the desire for the Combined Company to have a target stock price of approximately $20 per share following closing. Mr. Kearney and representatives of Vinson & Elkins also explained the contemplated structure of the transaction remained under discussion with Expro and its advisors, noting that Expro had proposed that the Combined Company be domiciled in the United Kingdom for tax purposes. In contrast, the draft merger agreement prepared by Vinson & Elkins contemplated a forward triangular merger of Expro with and into a wholly owned merger subsidiary of Frank’s, with the merger subsidiary surviving and Frank’s issuing shares of Frank’s Common Stock to shareholders of Expro in connection with the merger. Mr. Kearney also explained that the draft merger agreement included a covenant requiring the Combined Company to maintain for a period of five years a substantially similar scope of operations at its Lafayette, Louisiana facility as conducted by Frank’s immediately prior to closing. Following further discussion, the Special Committee authorized Vinson & Elkins to send the draft merger agreement to Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), outside counsel to Expro.

On the evening of December 16, 2020, Vinson & Elkins sent the draft merger agreement to Gibson Dunn. The draft included reciprocal representations and warranties, interim operating covenants, closing conditions and termination rights. In addition, the draft provided for a termination fee of 3.5% of each party’s equity value at signing, which would be payable in the event of a party’s entry into an agreement with respect to an alternative acquisition proposal or a change of recommendation by such party’s board of directors. The draft also

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contemplated that certain significant shareholders of each of Frank’s and Expro would enter into voting and support agreements in connection with the signing of the Merger Agreement.

From December 16 through December 31, 2020, the Frank’s and Expro management teams and their respective advisors conducted due diligence and discussed certain transaction structure matters. With respect to structure, Expro expressed a desire to have Expro be the surviving parent company in the Merger, which would allow for the Combined Company to be domiciled in the United Kingdom for tax purposes and no longer be subject to Dutch tax and governance requirements. Although initially open to considering such structure, Frank’s and its advisors became concerned following analysis of such structure that a migration out of the Netherlands as part of the transaction being contemplated by the parties could result in adverse tax consequences for Frank’s shareholders.

On December 23, 2020, Mosing Holdings made a proposal to Frank’s to settle all obligations under the Original TRA in consideration of a $15 million payment at the closing of the Expro merger, with additional contingent payments to be made in the event that payments under the Original TRA during the ten year period following closing would have exceeded $15 million.

On December 24, 2020, representatives of Vinson & Elkins and Gibson Dunn had a telephone conference to discuss the Merger Agreement, including a discussion of voting and support agreements, director nomination rights, registration rights, an employment agreement for Mr. Jardon, the treatment of Expro’s equity awards and warrants in the merger, interim operating covenants and Expro’s desire that the Merger Agreement include a requirement of each party to reimburse the other party for expenses up to 1% of Frank’s equity value at signing in the event the Merger Agreement is terminated due to (i) such party’s terminable breach or (ii) the failure of such party’s shareholders to approve the transaction (clause (ii), the “Naked No Vote Fee”).

On December 29, 2020, Mr. Kearney informed Mr. Jardon of the December 23 Mosing Holdings proposal. Mr. Jardon responded that Expro preferred a full termination of the Original TRA, even if that required a higher up-front cash payment. Mr. Jardon also informed Mr. Kearney that he would expect that the contingent payment mechanism would require adjustment to the equity split in the transaction, and requested additional information on the expected future liability for payments under the Original TRA. Mr. Kearney responded to Mr. Jardon noting that because Frank’s did not expect the contingent payment mechanism to ever be triggered, Frank’s was unwilling to adjust the equity splits and suggested that the parties schedule a meeting to discuss the questions posed by Mr. Jardon.

On December 31, 2020, Frank’s and Expro management representatives and representatives of Vinson & Elkins and Gibson Dunn met by videoconference to discuss the Original TRA, including Frank’s projections for future liability for potential payments under the Original TRA.

Also on December 31, 2020, Gibson Dunn sent a revised draft of the Merger Agreement to Vinson & Elkins. The revised draft included, among other things, a Naked No Vote Fee provision.

During the first two weeks of January 2021, Frank’s and Expro continued to conduct due diligence and engage in discussions regarding transaction structure.

On January 5, 2021, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins. The Special Committee discussed Expro’s revised draft of the Merger Agreement. The Special Committee also discussed the Mosing Holdings proposal on the Original TRA, noting that Mosing Holdings had proposed a significant compromise of a $15 million settlement in lieu of the Early Termination Payment of approximately four times that amount at the closing of the Expro merger if a settlement was not reached. In addition, the Special Committee discussed whether to extend exclusivity with Expro, which was set to expire on January 9, 2021. The Special Committee encouraged Frank’s management to push Expro to make progress during the current week and then reassess whether to extend exclusivity.

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On January 8, 2021, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins. A representative of Vinson & Elkins informed the Special Committee that Expro was still proposing that the Combined Company should migrate out of the Netherlands and to be domiciled in the United Kingdom for tax purposes. Although the Frank’s and Expro management teams and their respective advisors had been working on a proposed transaction structure for the past several weeks, the parties had not yet reached a mutually agreeable structure. A representative of Vinson & Elkins noted that from Frank’s standpoint, remaining in the Netherlands would be preferable from a tax perspective. The Special Committee also discussed extending exclusivity with Expro. Frank’s management recommended that Frank’s agree to extend exclusivity, but only if an extension was first requested by Expro and only for a limited period of time. Following discussion, the Special Committee determined that it supported Frank’s management’s proposed actions with respect to extending the exclusivity period and authorized Frank’s management to extend exclusivity for up to four weeks as determined in management’s discretion.

On January 9, 2021, Gibson Dunn contacted Vinson & Elkins, stating that Expro desired to extend exclusivity through January 25, 2021. After a discussion with representatives of Vinson & Elkins and Moelis, Frank’s agreed to extend exclusivity for such a period, and later that day the parties signed an amendment to the exclusivity agreement providing for such extension.

On January 11, 2021, Gibson Dunn sent a further revised draft of the Merger Agreement to Vinson & Elkins, which primarily contained additional revisions to the representations and warranties and interim operating covenants based on input from Expro.

During the week of January 11, 2021, representatives of the Frank’s and Expro management teams and their respective advisors engaged in a series of discussions regarding transaction structure and the settlement of Original TRA obligations with the Mosings. These discussions resulted in Expro agreeing to Frank’s proposed transaction structure, with Frank’s remaining the surviving parent company domiciled in the Netherlands. Additionally, Expro agreed to the general framework of the Mosing’s proposed settlement of the Original TRA, which provided for a $15 million payment to Mosing Holdings at the closing of the Merger, with additional contingent payments to be made in the event that payments under the Original TRA during the ten year period following closing would have exceeded $15 million plus $3 million in payments previously made by Frank’s to Mosing Holdings under the Original TRA. Expro also agreed that such a settlement under the Original TRA would not affect the currently contemplated equity splits between Expro and Frank’s.

On January 15, 2021, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins. Mr. Kearney noted for the Special Committee the significant progress that had been made with Expro during the past week on key points related to transaction structure and the Original TRA settlement. Mr. Symington also noted that Frank’s management intended to present a draft of the A&R TRA to Mosing Holdings shortly. In addition, representatives of Vinson & Elkins discussed certain points in the Merger Agreement, which Vinson & Elkins was instructed to send to Gibson Dunn later that day.

Later on January 15, 2021, Vinson & Elkins sent a revised draft of the Merger Agreement to Gibson Dunn, which included, among other things, changes to certain representations and warranties and interim operating covenants, and the removal of the Naked No Vote Fee concept.

On January 16, 2021, Frank’s sent an initial draft of the A&R TRA to Mosing Holdings. The A&R TRA provided for a $15 million payment at closing of the Expro Merger, with additional contingent payments to be made in the event that payments under the Original TRA during the ten year period following closing would have exceeded $15 million plus $3 million in payments previously made by Frank’s to Mosing Holdings under the Original TRA.

On January 19, 2021, Gibson Dunn sent Vinson & Elkins a draft of the Merger Registration Rights Agreement, which Vinson & Elkins subsequently sent to Locke Lord.

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Through the remainder of January and the first weeks of February 2021, Vinson & Elkins and Gibson Dunn exchanged several drafts of the Merger Agreement, with the inclusion of the Naked No Vote Fee, the treatment of Expro’s equity awards in the Merger and the scope of interim operating covenants regarding employee compensation matters being the primary open points in each exchange. Also throughout January and early February, Frank’s, Expro and their respective advisors had a series of discussions about several due diligence matters pertaining to each party, with each party having divergent views regarding the various issues.

On January 22, 2021, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins. Mr. Kearney informed the Special Committee that the due diligence process between Frank’s and Expro was nearing completion. In addition, Mr. Symington noted that Expro’s outstanding warrants could potentially survive the transaction, and the parties needed to resolve how to adjust the equity split in such a circumstance. Finally, Mr. Symington noted for the Special Committee that compensation and retention matters had become a point of contention with Expro. Mr. Kearney indicated that in his view Frank’s should take a strong position with respect to compensation and retention matters given the importance of maintaining the employee base through closing and the value of that employee competency to the pro forma organization. The Special Committee indicated support for Mr. Kearney’s approach.

On January 23, 2021, Gibson Dunn sent Vinson & Elkins a draft form of the Voting and Support Agreement to be signed by certain Expro shareholders, including Oak Hill, Expro’s largest shareholder, and certain Frank’s shareholders, including certain members of the Mosing family. Vinson & Elkins sent Gibson Dunn’s draft of the Voting and Support Agreement to Locke Lord.

On January 25, 2021, the exclusivity period expired and was not extended by the parties.

On January 28, 2021, Expro agreed that any Expro Warrants that remained outstanding following closing would not affect the Frank’s portion of the equity split. Vinson & Elkins and Gibson Dunn then began discussing how to provide for an adjustment to the Exchange Ratio in the Merger Agreement in the event the Expro Warrants remained outstanding following closing.

On February 1, 2021, the Special Committee held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins. A representative of Vinson & Elkins summarized for the Special Committee the results of the due diligence review of Expro conducted by Frank’s management and Vinson & Elkins. A representative of Vinson & Elkins also summarized the terms of the Merger Agreement and related transactional documents, noting where open issues remained. The Special Committee also discussed with Frank’s management and the advisors the timing of engaging with members of the Mosing family who were not on the Frank’s Supervisory Board to seek their support for the transaction.

Also on February 1, 2021, Vinson & Elkins sent an initial draft of the Director Nomination Agreement to each of Gibson Dunn and Locke Lord. The draft Director Nomination Agreement provided for, among other things, the right of Oak Hill to designate two directors to the Combined Company board and the right of the Mosing family to designate one director to the Combined Company board, in each case subject to maintaining certain ownership thresholds.

During the week of February 1, 2021, Frank’s, Expro, the Mosing family and Oak Hill, sought to finalize drafts of the definitive documents in anticipation of a signing early the following week. Also during this time, Frank’s, Expro, Vinson & Elkins and Gibson Dunn also worked with NautaDutilh, Dutch transaction counsel to Frank’s, and Allen & Overy (“A&O”), Dutch transaction counsel to Expro, to prepare the Frank’s Amended Articles.

On February 3, 2021, Gibson Dunn sent a revised draft of the Merger Agreement to Vinson & Elkins that provided for an adjustment to the Exchange Ratio in the event any Expro Warrants remained outstanding following closing.

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On February 4, 2021, the Frank’s Supervisory Board held a meeting by videoconference, together with members of Frank’s management and representatives of Moelis and Vinson & Elkins. Prior to the meeting, a memorandum summarizing the diligence performed on Expro by Vinson & Elkins and Frank’s management was distributed to the Frank’s Supervisory Board. Mr. Kearney provided an update on discussions with Expro. In addition, representatives of Moelis reviewed certain preliminary financial information relating to Frank’s and Expro. Ms. Cougle advised the Frank’s Supervisory Board of various open diligence items and stated management’s view that although the parties had divergent views as to materiality with respect to each party’s respective diligence items, the diligence items offset each other. Finally, representatives of Vinson & Elkins provided an update on the open points in the Merger Agreement and ancillary documents.

On February 6, 2021, Locke Lord sent an initial draft of the Existing RRA Amendment to Vinson & Elkins, which Vinson & Elkins subsequently sent to Gibson Dunn.

On February 7, 2021, Vinson & Elkins sent a further revised draft of the Director Nomination Agreement to each of Gibson Dunn and Locke Lord.

On February 9, 2021, Gibson Dunn sent revised drafts of the Director Nomination Agreement, Voting and Support Agreement, Merger Registration Rights Agreement and Existing RRA Amendment to Vinson & Elkins, which Vinson & Elkins subsequently sent to Locke Lord.

On February 10, 2021, Mr. Jardon informed Mr. Kearney that the individual who had previously agreed to serve as the Combined Company’s non-executive chairman had to withdraw due to a conflicting business opportunity. As a result, it remained unclear who would serve as the Combined Company chairman after closing.

On February 13, 2021, Mr. Jardon called Mr. Kearney to discuss a due diligence matter identified during Expro’s review of Frank’s. Mr. Jardon informed Mr. Kearney that unless Frank’s could procure insurance covering such matter, which could delay the transaction, Expro would need to increase its equity split of the Combined Company. Mr. Kearney informed Mr. Jardon that changing the equity splits would jeopardize the transaction, although he would need to discuss the matter with the Special Committee before formally responding.

Also on February 13, 2021, the Chief Executive Officer of Company C (the “Company C CEO”) contacted Mr. Kearney to discuss a potential transaction between Frank’s and Company C, among other discussion topics. The Company C CEO indicated that he would be willing to explore such a transaction with the Company C board of directors at its next meeting. The Company C CEO did not contact Mr. Kearney following the Company C board meeting.

On February 14, after conferencing with the Frank’s management team and advisors, Mr. Kearney communicated to Mr. Jardon that Frank’s management would be recommending to the Special Committee that Frank’s decline to entertain any further equity adjustments or deal term accommodations to Expro.

On February 17, 2021, the Frank’s Supervisory Board held a regularly scheduled meeting, which included a session for an update on Merger discussions that members of Frank’s management and representatives of Moelis and Vinson & Elkins were invited to attend. At the Merger update session of the meeting, Mr. Kearney informed the Frank’s Supervisory Board of Mr. Jardon’s request to alter the equity split and management’s recommendation to reject any further deal term adjustments. After broad discussion, it was determined that Mr. Kearney would notify Mr. Jardon that Frank’s would not accept a change to the equity splits or compromise on any other current disputed points. Later that day, Mr. Kearney did notify Mr. Jardon that the Special Committee would not be entertaining any change to the equity splits previously agreed.

On February 18, 2021, Mr. Jardon responded that he believed certain of the due diligence items of concern to Expro could be resolved through procuring insurance for the due diligence matter discussed on February 13,

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and that Expro would be willing to pay for such insurance at its own expense and desired to continue discussions with Frank’s. Mr. Jardon also stated that he thought the parties were close to a deal and that all outstanding issues were solvable.

The following day, on February 19, 2021, Mr. Kearney and Mr. Jardon had another telephone call during which Mr. Jardon reiterated that the outstanding issues were all solvable and that Expro desired to continue working towards a transaction. Mr. Jardon suggested that Frank’s send Expro a list of outstanding issues for Expro to review and consider. Mr. Kearney agreed to provide such a list.

On February 21, 2021, Mr. Kearney sent Mr. Jardon a letter via email with a list of outstanding issues that needed to be resolved in order for the Special Committee and Frank’s Supervisory Board to consider reengaging on a transaction with Expro, including, among other things, that the parties agree on how each party’s outstanding equity awards would factor into the Exchange Ratio, agreement by the parties on the amount of cost synergies expected to be captured by the Combined Company over three years, agreement that any insurance or mitigation with respect to due diligence items would not impact the equity split, agreement on board committee assignments and that Mr. Kearney would serve as chairman of the Combined Company board if a new chairman could not be identified by the mailing of the proxy statement for the proposed transaction and elimination of the Naked No Vote Fee provision from the Merger Agreement.

On February 22, 2021, Mr. Jardon responded in writing, agreeing substantively to each of Mr. Kearney’s points and stating that, given the importance of a proper and thorough chairman search, Mr. Kearney should serve as chairman until the first annual shareholder meeting following Closing. Following receipt of Mr. Jardon’s response, Mr. Kearney consulted with Special Committee members who approved re-initiating discussions with Expro. Frank’s management then instructed its advisors to begin working with Expro’s advisors on the potential transaction in an effort to finalize open items.

On the morning of February 23, 2021, Frank’s announced its fourth quarter and full year 2020 earnings results. In the three-day trading period following the announcement, the market responded favorably and Frank’s stock price rose by approximately 32%.

Also on February 23, 2021, Vinson & Elkins sent a revised draft of the Merger Agreement to Gibson Dunn, which included, among other things, certain changes to the interim operating covenants regarding employee compensation and retention matters and the removal of the Naked No Vote Fee provision.

On February 24, 2021, the Frank’s Supervisory Board held an informational call to discuss the recent developments with Expro and an update regarding communications and accommodations on open points. Mr. Kearney informed the Frank’s Supervisory Board that Mr. Jardon had substantively agreed to each of the proposals set forth by Mr. Kearney in his February 21 email. Representatives of Moelis also reviewed with the Frank’s Supervisory Board certain updated financial information regarding a merger with Expro. Additionally, representatives of Vinson & Elkins provided an update on the status of the definitive transaction agreements. After broad discussion, the Frank’s Supervisory Board authorized Frank’s management and its advisors to re-engage with Expro. Following the decision to re-engage with Expro, Frank’s decided not to pursue further discussions with Company C.

On February 26, 2021, Messrs. Jardon and Fanning met by videoconference with Mr. Kearney and certain members of the Frank’s Supervisory Board to discuss a variety of topics, including the due diligence process, financial controls and policies, business continuity, integration planning and plans in regards to investor communications.

During the last week of February and first week of March, 2021, Frank’s, Expro, the Mosing family, Oak Hill and their respective advisors continued to work towards finalizing transaction terms, particularly with respect to the Director Nomination Agreement, Voting Agreements, Merger Registration Rights Agreement and

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Existing RRA Amendment. Moelis and J.P. Morgan also continued to work towards identifying an appropriate valuation of the outstanding equity awards for purposes of setting the exchange ratio, particularly in light of the increase in Frank’s stock price since the February 23 earnings announcement.

On March 1, 2021, the Frank’s Supervisory Board held a special meeting by videoconference. Members of management, Vinson & Elkins and Moelis also attended. At the meeting, Mr. Kearney updated the Frank’s Supervisory Board on the status of negotiations with Expro. In addition, a representative of Vinson & Elkins summarized the remaining open points in the definitive transaction documents, noting that the open points primarily related to the Director Nomination Agreement and Voting Agreements. Representatives of Moelis also reviewed with the Frank’s Supervisory Board certain updated financial information relating to the merger.

On March 3, 2021, Vinson & Elkins sent a revised draft of the Merger Agreement to Gibson Dunn.

On March 5, 2021, Frank’s, Mosing Holdings and Expro came to agreement on the final version of the A&R TRA providing for, among other things, the termination of the Early Settlement Payment in exchange for a $15 million cash payment to Mosing Holdings at the closing of the Expro transaction with additional contingent payments to be made in the event that payments under the Original TRA during the ten year period following closing would have exceeded $15 million plus approximately $3 million in payments previously made by Frank’s to Mosing Holdings under the Original TRA.

On March 7, 2021, Messrs. Kearney and McMahon had a telephone conference with Mr. Jardon and Eitan Arbeter, a member of the Expro board of directors and representative of Oak Hill. Messrs. Kearney and McMahon advised that Frank’s was willing to move expeditiously towards a signing of definitive agreements if Expro and Frank’s could agree on an appropriate valuation of the outstanding Expro equity awards for purposes of setting the exchange ratio. Messrs. Kearney and McMahon followed up this telephone call with a letter to the same effect and attaching an analysis supporting Frank’s position. Following receipt of Frank’s letter, Mr. Arbeter contacted Mr. Kearney and requested additional details of Frank’s analysis and agreed to reconvene with Mr. Kearney the following afternoon. Shortly thereafter, Mr. Kearney delivered the additional details of Frank’s analysis to Mr. Arbeter.

On March 8, 2021, Messrs. Arbeter and Jardon contacted Mr. Kearney and discussed ways to bridge the Expro equity award valuation gap and agreed to reconvene the following day.

On March 9, 2021, Mr. Kearney and Mr. Arbeter had a telephone call and agreed on a base Exchange Ratio of 7.272 shares of Frank’s common stock for each share of Expro common stock (subject to a potential downward adjustment for Expro’s warrants), subject to each party’s respective board’s approval and finalization of definitive documents.

That afternoon, Mr. Symington contacted a representative of the Mosing family to discuss a procedure in which certain members of the Mosing family with significant shareholdings would be informed of the transaction and requested to sign Voting Agreements and the Director Nomination Agreement.

That afternoon and evening, representatives of Vinson & Elkins, Gibson Dunn and Locke Lord finalized the Merger Agreement and other ancillary agreements, including the Director Nomination Agreement, Voting Agreements, Merger Registration Rights Agreement and the Mosing Registration Rights Agreement Amendment.

On the morning of March 10, 2021, the Special Committee and the Frank’s Supervisory Board held a joint meeting with members of Frank’s management and representatives of Moelis and Vinson & Elkins. Prior to the meeting, substantially final versions of the Merger Agreement and other ancillary documents were distributed to the Frank’s Special Committee and the Frank’s Supervisory Board. The Frank’s Special Committee and the Frank’s Supervisory Board reviewed the rationale for the Merger. The Vinson & Elkins representatives provided

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the Special Committee and the Frank’s Supervisory Board with an overview of various matters relating to the proposed transaction, including updates to the definitive documents. Representatives of Moelis reviewed with the Frank’s Special Committee and the Frank’s Supervisory Board their financial analysis with respect to the Exchange Ratio. Following such discussion, the Frank’s Special Committee and the Frank’s Supervisory Board instructed management and its representatives to finalize all documentation with Expro and its advisors.

That afternoon, representatives of Frank’s management met with certain members of the Mosing family to provide an overview of the transaction and request their support.

Later that afternoon, the Special Committee and the Frank’s Supervisory Board reconvened the joint meeting. Members of management and Vinson & Elkins advised the Special Committee and the Frank’s Supervisory Board that all documentation was finalized and representatives of Vinson & Elkins provided the Frank’s Special Committee and the Frank’s Supervisory Board with a summary of the resolutions to come before the board in connection with the proposed transaction with Expro. All members of Frank’s Management Board were in attendance at the meeting. Upon the request of the Special Committee and the Frank’s Supervisory Board, representatives of Moelis rendered an oral opinion to the Frank’s Management Board and the Frank’s Supervisory Board, confirmed by delivery of a written opinion dated March 10, 2021, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, factors considered, qualifications, limitations and other matters set forth in the opinion, the exchange ratio in the merger was fair, from a financial point of view, to Frank’s. Prior to the end of the meeting, the Special Committee unanimously (i) determined that the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance, are in the best interests of Frank’s and its business taking into account its shareholders, employees and other relevant stakeholders, (ii) recommended that the Frank’s Supervisory Board direct that the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance and any other resolution necessary to implement the Transactions, be submitted to the shareholders of Frank’s for approval and adoption at an extraordinary meeting of Frank’s shareholders and that the Frank’s Supervisory Board recommend that the shareholders of Frank’s approve and adopt the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance and (iii) determined that Frank’s entry into the A&R TRA, the Director Nomination Agreement, the Voting Agreements, the Merger Registration Rights Agreement and the Existing RRA Amendment are in the best interests of Frank’s and its business, taking into account its shareholders, employees and other relevant stakeholders and recommended that the Frank’s Supervisory Board approve and declare advisable Frank’s entry into such agreements. Following such resolution of the Special Committee, the Frank’s Supervisory Board unanimously (i) determined that the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance, were in the best interests of Frank’s and its business taking into account its shareholders, employees and other relevant stakeholders, (2) approved and declared advisable the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance, (3) directed that the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal, including the Frank’s Stock Issuance, be submitted to the holders of Frank’s Common Stock for approval and adoption, (4) recommended that the holders of Frank’s Common Stock approve and adopt the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance and (5) determined that Frank’s entry into the A&R TRA, the Director Nomination Agreement, the Voting Agreements, the Merger Registration Rights Agreement and the Existing RRA Amendment are in the best interests of Frank’s and its business, taking into account its shareholders, employees and other relevant stakeholders.

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Separately on the afternoon of March 10, 2021, the Frank’s Management Board signed a unanimous written consent pursuant to which it (i) determined that the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance, were in the best interests of Frank’s and its business taking into account its shareholders, employees and other relevant stakeholders, (2) approved and declared advisable the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance, (3) directed that the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance, be submitted to the holders of Frank’s Common Stock for approval and adoption, (4) recommended that the holders of Frank’s Common Stock approve and adopt the Merger Agreement, the Frank’s Amended Articles, the Frank’s Reverse Stock Split, the changes contemplated by the Board Changes Proposal and the Transactions, including the Frank’s Stock Issuance and (5) determined that Frank’s entry into the A&R TRA, the Director Nomination Agreement, the Voting Agreements, the Merger Registration Rights Agreement and the Existing RRA Amendment are in the best interests of Frank’s and its business, taking into account its shareholders, employees and other relevant stakeholders.

On the evening of March 10, 2021, the respective parties to the Merger Agreement, the Voting Agreements, the Director Nomination Agreement, the A&R TRA, the Merger Registration Rights Agreement and the Existing RRA Amendment executed and delivered such agreements.

Prior to the opening of the U.S. stock markets on March 11, 2021, Frank’s and Expro issued a joint press release announcing the proposed Merger.

Frank’s Reasons for the Merger; Recommendation of the Frank’s Board

In approving the Merger Agreement and recommending approval of each of the Merger-Related Proposals, the Frank’s Board consulted with members of Frank’s management, as well as with Frank’s outside legal and financial advisors. The Frank’s Board also considered a number of factors that the Frank’s Board viewed as bearing on its decisions.

The principal factors that the Frank’s Board viewed as supporting its decisions were:

Strategic Considerations. The Frank’s Board considered a number of factors pertaining to the strategic rationale for the merger, including the following:

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Impact of the Merger on Customers, Employees, Suppliers and Stakeholders. The Frank’s Board evaluated the expected effect of the Merger on Frank’s customers, employees, suppliers and other relevant stakeholders and the benefits that are expected to be derived from the Merger, including increased geographic scale, operating efficiencies and run-rate cost synergies, which would allow the Combined Company to be more efficient and provide lower cost and additional broad-based services. The Frank’s Board considered that the Combined Company would be able to utilize the available talent of both companies’ employees and will have additional scale and resources to offer greater opportunities its employees.

Recommendation of the Special Committee and Management. The Frank’s Board took into account the recommendation of the Merger by the Special Committee and the Frank’s management team.

Opinion of Financial Advisor. The Frank’s Board considered the financial analyses of Moelis, as reviewed and discussed with the Frank’s Board, as well as the opinion of Moelis to the effect that, as of March 10, 2021, and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in Moelis’ written opinion, the Exchange Ratio was fair, from a financial point of view, to Frank’s.

Strategic Alternatives. The Frank’s Board considered Frank’s position as a standalone company, industry trends and developments and the range of strategic alternatives available to Frank’s. The alternatives reviewed were believed to carry increased risks such as an increased debt load, less industrial logic, fewer synergies and more substantial integration risks.

Terms of the Merger Agreement. The Frank’s Board reviewed and considered the terms of the Merger Agreement, including that the merger consideration consists of Frank’s Common Stock, the restrictions on each party’s operations between the signing of the Merger Agreement and the Closing of the Merger, the representations and warranties of each party, the conditions to each party’s obligation to complete the Merger, the rights of each party to consider and engage in negotiations regarding potentially superior proposals, the rights of each party to withdraw or otherwise change its recommendation to its shareholders in favor of the proposals related to the Merger Agreement, the rights of each party to terminate the Merger Agreement and the obligations of each party to pay a termination fee or reimburse the other party for expenses. See “The Merger Agreement” beginning on page 95 for a detailed discussion of the terms and conditions of the Merger Agreement.

Voting Agreements. The Frank’s Board considered that certain Frank’s shareholders which had agreed to enter into the Voting and Support Agreements, held, at the time of entry into the Merger Agreement, in the aggregate, approximately 38% of the issued and outstanding shares of Frank’s Common Stock entitled to vote at

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the Annual Meeting. Certain Expro shareholders which had agreed to enter into the Voting and Support Agreements, held, at the time of entry into the Merger Agreement, in the aggregate, approximately 67% of the issued and outstanding Expro Ordinary Shares entitled to vote at an Expro general meeting. Such Voting and Support Agreements obligate the respective Frank’s and Expro shareholders to vote in favor of the adoption of the Transactions, as more fully described in “—Voting and Support Agreements” beginning on page 124.

Post-Merger Corporate Governance. The Frank’s Board considered the post-Closing governance structure of the Combined Company, including:

Quality Intervention Acquisition. The Frank’s Board considered Expro’s recent acquisition of Quality Intervention AS and the potential for such acquisition to accelerate Expro’s well intervention business and conducted considerable diligence on the technology and associated patents to explore the plausibility of management’s forecasted growth assumed for this business.

Tax Considerations. The Frank’s Board considered that the Merger is intended to qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code.

Regulatory Approvals. The Frank’s Board considered the likelihood that the Merger will be completed on a timely basis, including the likelihood that the Merger will receive all necessary regulatory approvals (and the conditions to which such approvals might be subject) and the likelihood that all conditions to consummation of the Merger will be satisfied.

The Frank’s Board weighed the foregoing against certain potentially negative factors, including:

Business Risks. The Frank’s Board considered certain risks associated with Expro’s business and operations, including the potential impact of changes in crude oil prices, as well as other risks of the type and nature described under “Risk Factors” beginning on page 32 and the matters described under “Cautionary Note Regarding Forward-Looking Statements” beginning on page 30.

Tax Receivable Agreement. The Frank’s Board considered the payments to be made to Mosing Holdings under the A&R TRA as a result of, and in connection with, the Merger.

Termination Fees; Alternative Proposals; Expense Reimbursement. The Frank’s Board considered the risk that, although Frank’s has the right under certain limited circumstances to consider and participate in negotiations with respect to proposals for alternative transactions, Frank’s cannot terminate the Merger Agreement to enter into a superior transaction. Moreover, the Frank’s Board considered the fact that Frank’s must pay Expro either an expense reimbursement of up to $5.5 million or a termination fee of $37.5 million in cash if the Merger Agreement is terminated in certain circumstances. In addition, the Frank’s Board considered that the Merger Agreement includes other customary restrictions on the ability of Frank’s to solicit offers for alternative proposals or engage in discussions regarding such proposals, subject to exceptions, which could have the effect of discouraging such proposals from being made or pursued, even if potentially more favorable to the shareholders of Frank’s than the Merger.

Diversion of Management. The Frank’s Board considered the possible diversion of management’s time and attention from Frank’s ongoing business due to the substantial time and effort necessary to complete the Merger

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and plan for and implement the integration of the operations of Frank’s and Expro. Please read “Risk Factors” beginning on page 32 for further information.

Transaction Costs and Integration. The Frank’s Board took into account the significant transaction and integration costs to be incurred in connection with the Merger and the possibility that the potential benefits of the Merger, including the estimated cost synergies, will not be realized or will not be realized within the expected time period, and the risks and challenges associated with the integration of Frank’s and Expro’s businesses, operations and workforces.

This discussion of the information and factors considered by the Frank’s Board in reaching their conclusions and recommendations includes the principal factors considered by the Frank’s Board but is not intended to be exhaustive and may not include all of the factors considered by the Frank’s Board. In view of the wide variety of factors considered in connection with their evaluation of the Merger and the other transactions contemplated by the Merger Agreement, and the complexity of these matters, the Frank’s Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors it considered in reaching its determination to approve the Merger and the other Transactions contemplated by the Merger Agreement, and to make its recommendation to Frank’s shareholders. Rather, the Frank’s Board viewed its decisions as being based on the totality of the information presented to them and the factors they considered, including their discussions with, and questioning of, members of Frank’s management and outside legal and financial advisors. In addition, individual members of the Frank’s Board may have assigned different weights to different factors.

Each of the Frank’s Supervisory Board, the Frank’s Management Board and the Special Committee unanimously approved the Merger Agreement, the Merger, the Transactions and each of the Merger-Related Proposals, and declared that the Merger Agreement, the Merger, the Transactions and each of the Merger-Related Proposals are in the best interest of Frank’s and its business taking into account its shareholders, employees and other relevant stakeholders. The Frank’s Board unanimously recommends that Frank’s shareholders vote “FOR” the Merger Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Board Changes Proposal, “FOR” the Capital Stock Amendment Proposal, “FOR” the Reverse Stock Split Proposal, “FOR” the Board Structure Proposal, “FOR” the Compensation Policy Amendment Proposal and “FOR” the Non-Binding Compensation Advisory Proposal.

Expro’s Reasons for the Merger

This section has been provided by Expro.

Expro considered a number of key factors in entering into the Merger Agreement, including, among others:

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Opinion of Frank’s Financial Advisor

At the meeting of the Frank’s Board on March 10, 2021 to evaluate and consider approval of the Merger Agreement and the Merger, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated March 10, 2021, addressed to the Frank’s Board (solely in its capacity as such) to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to Frank’s.

The full text of Moelis’ written opinion dated March 10, 2021, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Frank’s Board (solely in its capacity as such) in its evaluation of the Merger. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the Exchange Ratio to Frank’s, and does not address Frank’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to Frank’s. Moelis’ opinion does not constitute a recommendation as to how any holder of securities should vote or act with respect to the Merger or any other matter.

In arriving at its opinion, Moelis, among other things:

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In connection with its review, with the consent of the Frank’s Board, Moelis relied on the information supplied to, discussed with or reviewed by it for purposes of its opinion being complete and accurate in all material respects. Moelis did not assume any responsibility for independent verification of (and did not independently verify) any of such information. With the consent of the Frank’s Board, Moelis relied upon, without independent verification, the assessment of Frank’s and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts and other information relating to Frank’s, Expro and the Expected Synergies referred to above, Moelis assumed, at the direction of the Frank’s Board, that they have been reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of Frank’s or Expro, as the case may be, as to the future performance of Frank’s and Expro and such Expected Synergies (including the amount, timing and achievability thereof). Moelis also assumed, at the direction of the Frank’s Board, that the future financial results (including the Expected Synergies) reflected in such forecasts and other information would be achieved at the times and in the amounts projected. Moelis did not express any views as to the reasonableness of any financial forecasts or the assumptions on which they were based. In addition, with the consent of the Frank’s Board, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of Frank’s or Expro, nor was it furnished with any such evaluation or appraisal (other than a certain third-party evaluation of Expro’s pension liabilities provided to Moelis by Frank’s).

Moelis’ opinion did not address Frank’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to Frank’s and did not address any legal, regulatory, tax or accounting matters. At the direction of the Frank’s Board, Moelis was not asked to, and Moelis did not, offer any opinion as to any terms of the Merger Agreement or any aspect or implication of the Merger, except for the fairness of the Exchange Ratio of 7.2720 shares of Frank’s Common Stock per Expro Ordinary Share from a financial point of view to Frank’s. Moelis did not offer any opinion as to any terms of the A&R TRA, the Voting and Support Agreements or any other agreement entered into or to be entered into in connection with the Merger. Moelis’ opinion relates to the relative values of Frank’s and Expro. With the consent of the Frank’s Board, Moelis did not express any opinion as to what the value of Frank’s Common Stock actually would be when issued pursuant to the Merger or the prices at which Frank’s Common Stock might trade at any time. Moelis did not express any opinion as to the fair value or the solvency of Frank’s or Expro following the closing of the Merger. In rendering its opinion, Moelis assumed, with the consent of the Frank’s Board, that the final executed forms of the Merger

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Agreement, the Voting and Support Agreements and the A&R TRA would not differ from the drafts that Moelis had reviewed in any respect material to its analysis, that the Merger would be consummated in accordance with the terms of such agreements without any waiver or modification that could be material to its analysis, and that the parties to such agreements will comply with all the material terms of such agreements. Moelis assumed, with the consent of the Frank’s Board, that all governmental, regulatory or other consents and approvals necessary for the completion of the Merger would be obtained except to the extent that could not be material to its analysis. In addition, representatives of Frank’s advised Moelis, and Moelis assumed, with the consent of the Frank’s Board, that the Merger would qualify as a tax free reorganization for federal income tax purposes.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion, and Moelis assumed no responsibility to update its opinion for developments after the date of the opinion.

Moelis’ opinion did not address the fairness of the Merger or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of Frank’s or Expro. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, whether relative to the Exchange Ratio or otherwise. Moelis’ opinion was approved by a Moelis & Company LLC fairness opinion committee.

Summary of Financial Analyses

The following is a summary of the material financial analyses presented by Moelis to the Frank’s Board at their meeting held on March 10, 2021, in connection with delivery of its opinion. This summary describes the material analysis underlying Moelis’ opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

For the purposes of Moelis’ analysis:

Discounted Cash Flow Analysis—Standalone

Moelis performed a discounted cash flow (“DCF”) analysis of each of Frank’s and Expro to calculate the present value of the estimated future unlevered free cash flows projected by their respective managements to be generated by Frank’s and Expro and the present value of the estimated terminal value of each of Frank’s and Expro.

Frank’s

Moelis calculated Frank’s unlevered free cash flow as Adjusted EBITDA, as further adjusted for capital expenditures, changes in working capital, cash taxes and other cash adjustments, all as provided by the Frank’s (see “—Frank’s Projections” on page 81).

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Moelis utilized a range of discount rates of 10.750% to 14.500% based on an estimated range of Frank’s weighted average cost of capital (the “WACC”). The WACC range reflected a derived cost of equity using (i) a risk-free rate based on 20-year U.S. government bonds, (ii) a selected range of unlevered betas and debt to total capitalization ratios informed by the Selected Companies described below, (iii) an equity risk premium and (iv) a size premium. Moelis used the foregoing range of discount rates to calculate estimated present values as of December 31, 2020 of (i) estimated after-tax unlevered free cash flows of Frank’s for the calendar years ending December 31, 2021 through December 31, 2025 (in each case, discounted using a mid-year discounting convention) and (ii) estimated terminal values derived by applying a range of multiples of 5.50x to 8.50x to the average of Frank’s estimated Adjusted EBITDA for the calendar years ending December 31, 2021 through December 31, 2025. Moelis selected the terminal value multiple range by reference to the long-term trading multiples of the Selected Companies described below for the calendar years 2008 through 2014.

In calculating the implied equity value of Frank’s, Moelis separately valued the (i) U.S. net operating losses (“NOLs”) using estimates of cash tax savings provided by Frank’s and taking into account a U.S. federal corporate tax rate of 21% and (ii) estimated payments under the Original TRA provided by Frank’s.

The standalone implied range of equity values for Frank’s and implied range of share prices for the Frank’s Common Stock derived from the DCF analysis are presented below:

Moelis also compared such implied range of equity values for Frank’s with the market capitalization of Frank’s of $1,106 million as of March 5, 2021 and such implied range of share prices for the Frank’s Common Stock with the closing trading price of the Frank’s Common Stock of $4.78 per share on March 5, 2021.

Expro

Moelis calculated Expro’s unlevered free cash flow as Adjusted EBITDA, as further adjusted for capital expenditures, changes in working capital, cash taxes, pension contributions and other cash adjustments, all as provided by Expro (see “—Expro Projections” on page 82)

Moelis utilized a range of discount rates of 10.625% to 14.375% based on an estimated range of Expro’s WACC. The WACC range reflected a derived cost of equity using (i) a risk-free rate based on 20-year U.S. government bonds, (ii) a selected range of unlevered betas and debt to total capitalization ratios informed by the Selected Companies described below, (iii) an equity risk premium and (iv) a size premium. Moelis used the foregoing range of discount rates to calculate estimated present values as of December 31, 2020 of (i) estimated after-tax unlevered free cash flows of Expro for the calendar years ending December 31, 2021 through December 31, 2025 (in each case, discounted using a mid-year discounting convention) and (ii) estimated terminal values derived by applying a range of multiples of 6.50x to 9.50x to the average of Expo Group’s estimated Adjusted EBITDA for the calendar years ending December 31, 2021 through December 31, 2025. Moelis selected the terminal value multiple range by reference to the long-term trading multiples of the Selected Companies described below for the calendar years 2008 through 2014. In calculating the implied equity value of Expro, Moelis separately valued the NOLs using the estimates of cash tax savings provided by Expro and taking into account a U.S. federal corporate tax rate of 21%.

In calculating the implied equity value of Expro, Moelis separately valued the (i) U.S. NOLs using the estimates of cash tax savings provided by Expro and taking into account a U.S. federal corporate tax rate of 21% and (ii) estimated pension contributions beyond 2025 provided by Expro.

The standalone implied range of equity values for Expro and implied range of share prices for the Expro Ordinary Shares derived from the DCF analysis are presented below:

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DCF-Based Exchange Ratio and Ownership Percentage Analysis

Based on the standalone implied range of equity values for Frank’s and Expro and implied range of share prices for Frank’s Common Stock and Expro Ordinary Shares described above, Moelis calculated ranges of the implied Exchange Ratios and implied pro forma ownership percentages of the pre-Merger holders of Frank’s Common Stock in the Combined Company after giving effect to the Merger (the “pro forma Frank’s ownership percentage”), which are presented below:

Moelis compared the range of the implied Exchange Ratios above to the Exchange Ratio of 7.272 in the Merger and the range of the implied pro forma Frank’s ownership percentages above to the pro forma Frank’s ownership percentage of approximately 34.5%.

Selected Publicly Traded Companies Analysis—Standalone

Moelis performed a selected publicly traded companies analysis of each of Frank’s and Expro. Financial data for the selected publicly traded companies was based on public filings and other publicly available information available as of March 5, 2021. In performing a selected publicly traded companies analysis of each of Frank’s and Expro, Moelis reviewed and analyzed, among other things, TEV as a multiple of both estimated Adjusted EBITDA for calendar year 2021 (“2021E Adjusted EBITDA”) and estimated Adjusted EBITDA for calendar year 2022 (“2022E Adjusted EBITDA”) and certain other financial information and market trading data related to the following selected publicly traded companies that Moelis believed, based on its experience and professional judgment, were generally relevant in certain respects to Frank’s and Expro for purposes of its analysis (such selected publicly traded companies, the “Selected Companies”):

Offshore Focused Products / Services

Manufacturing Companies

Large Cap Diversified

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When utilizing 2021E Adjusted EBITDA and 2022E Adjusted EBITDA for the Selected Companies, Moelis used median Thomson consensus estimates as of March 5, 2021. Multiples greater than 25.0x were excluded as not meaningful (“NM”). The following table summarizes the results of the selected publicly traded companies analysis for the Selected Companies:

In performing its selected publicly traded companies analysis, Moelis focused on the Selected Companies that provide offshore focused products and services (“Offshore Focused Companies”) because such companies primarily operate and serve similar customers and provide similar services and products as Frank’s and Expro. Within the Offshore Focused Companies, Moelis observed a wide range of multiples that it viewed as potentially attributable to the following factors: (i) exposure to commodity price volatility, (ii) revenue growth trajectory and EBITDA margins, (iii) diversity of service and product offerings and (iv) capital intensity. The manufacturing companies included in the Selected Companies (“Manufacturing Companies”) were considered by Moelis, but determined by Moelis to be less relevant because such companies generally have significantly more onshore and manufacturing focused operations when compared to Frank’s and Expro. Further, the large cap diversified Selected Companies were considered by Moelis, but ultimately excluded by Moelis from the analysis because of their size and breadth of service offerings, which Moelis viewed as less relevant to Frank’s and Expro.

In the light of recent sector headwinds and uncertainty and the resulting volatility experienced by Frank’s and the Selected Companies at the time of the Moelis analysis, Moelis noted that the consensus-based trading multiples diverged from the multiples implied by the Frank’s projections and, accordingly, Moelis placed less weight on 2021E Adjusted EBITDA trading multiples because it believed that Frank’s and the Selected Companies were not trading on near-term or historical consensus views. Moelis focused on the 2022E Adjusted EBITDA trading multiples because it believed that such trading multiples were more reflective of a normalized trading multiple range in light of Frank’s management projected recovery.

Frank’s

In light of the foregoing review and based on its professional judgment and experience, Moelis applied ranges of selected multiples derived from the Offshore Focused Companies and the Manufacturing Companies of (i) 9.0x to 17.0x to the 2021E Adjusted EBITDA of Frank’s included in the Frank’s projections and (ii) 8.0x to 14.0x to the 2022E Adjusted EBITDA of Frank’s included in the Frank’s projections. These ranges were

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informed by the then trading levels for Frank’s, the Offshore Focused Companies (taking into account the wide range of multiples and related factors described above) and the Manufacturing Companies. Moelis noted that Dril-Quip’s trading multiples had recently increased materially and that it did not include Dril-Quip’s multiples in selecting the reference ranges.

The standalone implied ranges of equity values for Frank’s and implied ranges of share prices for Frank’s Common Stock derived from the Selected Publicly Traded Companies Analysis based on the selected multiple ranges described above are presented below:

For reference purposes only, based on the selected multiple ranges described above, Moelis calculated an implied range of share prices for Frank’s Common Stock of approximately $2.47 to $3.88 based on Thomson consensus 2021E Adjusted EBITDA of Frank’s of $41 million and approximately $3.14 to $4.84 based on the Thomson consensus 2022E Adjusted EBITDA of Frank’s of $66 million.

Moelis also compared such implied range of equity values for Frank’s with the market capitalization of Frank’s of $1,106 million as of March 5, 2021 and such implied range of share prices for the Frank’s Common Stock with the closing trading price of the Frank’s Common Stock of $4.78 per share on March 5, 2021.

Expro

In light of the foregoing review and based on its professional judgment and experience, Moelis applied ranges of selected multiples derived from the Offshore Focused Companies and the Manufacturing Companies of (i) 9.0x to 17.0x to 2021E Adjusted EBITDA of Expro included in the Expro projections and (ii) 8.0x to 14.0x to 2022E Adjusted EBITDA of Expro included in the Expro projections. These ranges were informed by the then trading levels for Frank’s, the Offshore Focused Companies (taking into account the wide range of multiples and related factors described above) and the Manufacturing Companies. Moelis noted that Dril-Quip’s trading multiples had recently increased materially and that it did not include Dril-Quip’s multiples in selecting the reference ranges.

Although it selected the same multiple reference ranges for Expro as it had for Frank’s because of the wide range of multiples and related factors described above, Moelis noted that Expro could justify a higher multiple range due to its larger scale and greater stability of revenue and earnings throughout the recent sector cycle.

The standalone implied ranges of equity values for Expro and implied ranges of share prices for Expro Ordinary Shares derived from the Selected Publicly Traded Companies Analysis based on the selected multiple ranges described above are presented below:

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Moelis compared the range of the implied Exchange Ratios above to the Exchange Ratio of 7.272 in the Merger and the range of the implied pro forma Frank’s ownership percentages above to the pro forma Frank’s ownership percentage of approximately 34.5%.

Discounted Cash Flow Analysis—Pro Forma Combined

Moelis performed a DCF analysis of the Combined Company to calculate the present value of the estimated pro forma future unlevered free cash flows projected by the managements of Frank’s and Expro to be generated by the Combined Company and an estimate of the present value of the pro forma terminal value of the Combined Company.

Moelis calculated the Combined Company’s pro forma unlevered free cash flow as Adjusted EBITDA, as further adjusted for capital expenditures, changes in working capital, cash taxes, pension contributions and other cash adjustments, all as provided by Frank’s and Expro (see “—Combined Company Projections” on page 83). In calculating the Combined Company’s pro forma unlevered free cash flow, Moelis included estimated run-rate synergies achieved by December 31, 2023 of $70 million, as provided by Frank’s, and estimated implementation costs to achieve such run-rate synergies of $35 million, as provided by Frank’s. The DCF analysis of the Combined Company also took into account the Closing Date TRA Payment and estimated total transaction fees and expenses, as provided by Frank’s.

Moelis utilized a range of discount rates of 10.375% to 14.125% based on an estimated range of the Combined Company’s WACC. The WACC range reflected a derived cost of equity using (i) a risk-free rate based on 20-year U.S. government bonds, (ii) a selected range of unlevered betas and debt to total capitalization ratios informed by the Selected Companies described above, (iii) an equity risk premium and (iv) a size premium. Moelis used the foregoing range of discount rates to calculate estimated present values as of December 31, 2020 of (i) estimated pro forma after-tax unlevered free cash flows of the Combined Company for the calendar years ending December 31, 2021 through December 31, 2025 (in each case, discounted using a mid-year discounting convention) and (ii) estimated terminal values derived by applying a range of multiples of 6.2x to 9.2x to the average of the Combined Company’s pro forma Adjusted EBITDA for the calendar years ending December 31, 2021 through December 31, 2025. Moelis selected the terminal value multiple range by reference to the long-term trading multiples of the Selected Companies described above for the calendar years 2008 through 2014.

In calculating the pro forma implied equity value of the Combined Company, Moelis separately valued the (i) pro forma U.S. NOLs of the Combined Company using estimates of pro forma cash tax savings of the Combined Company provided by Frank’s and taking into account a U.S. federal corporate tax rate of 21% and (ii) estimated pension contributions beyond 2025 provided by Expro.

The pro forma implied range of share prices for the Combined Company derived from the DCF analysis is presented below:

Moelis also compared the pro forma implied range of share prices of the Combined Company to the closing trading price of the Frank’s Common Stock of $4.78 on March 5, 2021.

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Selected Publicly Traded Companies Analysis—Pro Forma Combined

Moelis performed a selected publicly traded companies analysis of the Combined Company using the same Selected Companies described above under “—Selected Publicly Traded Companies Analysis – Standalone.” Specifically, Moelis applied ranges of selected multiples derived from the Offshore Focused Companies and the Manufacturing Companies of (i) 9.0x to 17.0x to the pro forma 2021E Adjusted EBITDA of the Combined Company, as provided by Frank’s and Expro, and (ii) 8.0x to 14.0x to the pro forma 2022E Adjusted EBITDA of the Combined Company, as provided by Frank’s and Expro. In performing this analysis, Moelis utilized the Combined Company’s pro forma Adjusted EBITDA amounts that included estimated gross synergies achieved by December 31, 2021 and December 31, 2022, as provided by Frank’s. The Selected Publicly Traded Companies Analysis of the Combined Company also took into account estimated implementation costs to achieve such synergies of $35 million, as provided by Frank’s, the Closing Date TRA Payment and estimated total transaction fees and expenses, as provided by Frank’s.

The pro forma ranges of implied share prices for the Combined Company derived from the selected publicly traded companies analysis are presented below:

Moelis also compared these pro forma implied ranges of share prices for the Combined Company to the closing trading price of the Frank’s Common Stock of $4.78 on March 5, 2021.

DCF-Based Has/Gets Analysis

Moelis performed a has/gets analysis to calculate value accretion/dilution to the pre-Merger holders of the Frank’s Common Stock implied by the Merger based on the standalone DCF analysis of Frank’s and the pro forma DCF analysis of the Combined Company described above. This has/gets analysis compared the standalone implied equity value of Frank’s based on the DCF analysis of Frank’s with the pro forma implied equity value of the Combined Company that will be owned by the pre-Merger holders of Frank’s Common Stock after giving effect to the Merger (assuming a pro forma Frank’s ownership percentage of 34.5%) based on the DCF analysis of the Combined Company.

For the standalone implied DCF equity value of Frank’s, Moelis utilized a WACC range of 10.75% to 14.5%, a terminal multiple range of 5.5x to 8.5x. For the pro forma implied DCF equity value of the Combined Company, Moelis utilized a WACC range of 10.375% to 14.125%, a terminal multiple range of 6.2x to 9.2x.

Based on the DCF analysis, Moelis calculated a standalone implied range of equity values for Frank’s of approximately $706 million to $982 million (resulting in a range of implied share prices for Frank’s Common Stock of approximately $3.03 to $4.22) and pro forma implied range of equity values for the Combined Company that would be owned by the pre-Merger holders of Frank’s Common Stock after giving effect to the Merger (assuming a pro forma Frank’s ownership percentage of 34.5%) of approximately $732 million to $1,083 million (resulting in a corresponding range of implied share prices for Frank’s Common Stock of approximately $3.15 to $4.65). Moelis noted such increase in the implied share price for Frank’s Common Stock to be approximately 4% to 10%.

Selected Publicly Traded Companies-Based Has/Gets Analysis

Moelis performed a has/gets analysis to calculate value accretion/dilution to the pre-Merger holders of the Frank’s Common Stock implied by the Merger based on the standalone selected publicly traded companies

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analysis of Frank’s and the pro forma selected publicly traded companies analysis of the Combined Company described above. This has/gets analysis compared the standalone implied equity value of Frank’s based on the selected publicly traded companies analysis of Frank’s with the pro forma implied equity value of the Combined Company that would be owned by the pre-Merger holders of Frank’s Common Stock after giving effect to the Merger (assuming a pro forma Frank’s ownership percentage of 34.5%) based on the selected publicly traded companies analysis of the Combined Company.

Based on its professional judgment and experience, Moelis applied the midpoint multiple of 13.0x to the 2021E Adjusted EBITDA of Frank’s included in the Frank’s projections and pro forma 2021E Adjusted EBITDA of the Combined Company based on the Frank’s projections and the Expro projections. Based on the selected multiple, Moelis calculated a standalone implied equity value for Frank’s of approximately $982 million (resulting in an implied share price for Frank’s Common Stock of approximately $4.22) and pro forma implied equity value of the Combined Company that would be owned by the pre-Merger holders of Frank’s Common Stock after giving effect to the Merger (assuming a pro forma Frank’s ownership percentage of 34.5%) of approximately $1,046 million (resulting in an implied share price for Frank’s Common Stock of approximately $4.49). Moelis noted such increase in implied share price for Frank’s Common Stock to be approximately 6%.

Based on its professional judgment and experience, Moelis applied the midpoint multiple of 11.0x to the 2022E Adjusted EBITDA of Frank’s included in the Frank’s projections and pro forma 2022E Adjusted EBITDA of the Combined Company based on the Frank’s projections and the Expro projections. Based on the selected multiple, Moelis calculated a standalone implied equity value for Frank’s of approximately $1,055 million (resulting in an implied share price for Frank’s Common Stock of approximately $4.53) and pro forma implied equity value of the Combined Company that would be owned by the pre-Merger holders of Frank’s Common Stock after giving effect to the Merger (assuming a pro forma Frank’s ownership percentage of 34.5%) of approximately $1,295 million (resulting in an implied share price for Frank’s Common Stock of approximately $5.56). Moelis noted such increase in implied share price for Frank’s Common Stock to be approximately 23%.

Other Information

Moelis also noted for the Frank’s Board certain additional factors that were not considered part of Moelis’ financial analysis with respect to its opinion but were referenced for informational purposes only, including, among other things:

Moelis reviewed the historical trading performance of the Frank’s Common Stock over a 52-week period ending March 5, 2021, which ranged from an intraday low of $1.49 per share to a high of $5.44 per share. Moelis compared the range with the closing trading price of the Frank’s Common stock of $4.78 per share on March 5, 2021.

Moelis also reviewed publicly available Wall Street research analysts’ stock price targets for shares Frank’s Common stock published as of March 5, 2021, which ranged from $2.50 to $7.00 per share. Moelis compared this range with the closing trading price of the Frank’s Common Stock of $4.78 per share on March 5, 2021.

Miscellaneous

This summary of the analyses is not a complete description of Moelis’ opinion or the analyses underlying, and factors considered in connection with, Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

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No company used in the analyses described above is identical to Frank’s or Expro. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above (including much of the information used therein) are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Frank’s nor Moelis or any other person assumes responsibility if future results are materially different from those forecast.

Except as described in this summary, Frank’s and the Frank’s Board imposed no other instructions or limitations on Moelis with respect to the investigations made or procedures followed by Moelis in rendering its opinion. The Exchange Ratio was determined through arms’ length negotiations between Frank’s, on the one hand, and Expro, on the other, and was approved by the Frank’s Board and the Expro Board. Moelis did not recommend any specific consideration to Frank’s or the Frank’s Board, or that any specific amount or type of consideration constituted the only appropriate consideration for the Merger.

Moelis acted as financial advisor to Frank’s in connection with the Merger. Frank’s has agreed to pay Moelis certain fees for its services, including an opinion fee upon delivery of any opinion (regardless of the conclusion reached in that opinion) and a transaction fee upon consummation of the Merger. The opinion fee is offset against the transaction fee.

Moelis’ affiliates, employees, officers and partners may at any time own securities (long or short) of Frank’s, Expro or their respective affiliates. Moelis had not provided investment banking or other services unrelated to the Merger to Frank’s or Expro in the two years prior to the date of its opinion. In the future Moelis may provide such services to Frank’s or Expro or their affiliates and may receive compensation for such services.

Frank’s selected Moelis as its financial advisor in connection with the Merger because Moelis has substantial experience in similar transactions and familiarity with Frank’s. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

Unaudited Prospective Financial Information

Frank’s does not as a matter of course make public long-term forecasts or internal projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. Frank’s is including certain unaudited prospective financial information in this section of this proxy statement/prospectus because it was among the financial information made available in connection with the Frank’s Special Committee’s, the Frank’s Supervisory Board’s and the Frank’s Management Board’s respective evaluations of the Merger and the other transactions contemplated by the Merger Agreement. Certain of the unaudited prospective financial information was used by Moelis in connection with its financial analysis and opinion described in the section titled “– Opinion of Frank’s Financial Advisor.” The inclusion of this information should not be regarded as an indication that any of Frank’s, Expro, any of their respective advisors or other representatives or any other recipient of this information considered or now considers it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance. Actual future results could vary materially from such prospective financial information. As such, Frank’s shareholders are cautioned not to place undue reliance on the unaudited prospective financial information, including whether to vote for the Merger Related Proposals or any other matter.

This information was prepared solely for internal use and is subjective in many respects. The Frank’s projections and the Combined Company projections were based solely upon information available to Frank’s

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management and the Expro projections were based solely upon information available to Expro’s management, in each case at the time of their preparation.

While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions that were deemed to be reasonable as of the respective dates the estimates and assumptions were made, but are inherently uncertain and may be beyond the control of Frank’s and Expro’s management. These assumptions include, but are not limited to, Frank’s and Expro’s future results, oilfield services industry activity, commodity prices, demand for natural gas and crude oil, capital availability, general economic and regulatory conditions and other matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Frank’s and Expro can give no assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized.

In addition, since the unaudited prospective financial information is inherently forward looking and covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Frank’s and Expro’s business, industry performance, the regulatory environment, general business and economic conditions and other matters described under the section of this proxy statement/prospectus entitled “Risk Factors.” See also “Cautionary Note Regarding Forward-Looking Statements” and “Where You Can Find More Information.”

The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Frank’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability and assume no responsibility for, and disclaim any association with, the prospective financial information. The report of the independent registered public accounting firm to Frank’s contained in its Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus, relates to historical financial information of Frank’s, and such report does not extend to the unaudited prospective financial information included below and should not be read to do so. The reports of Expro’s independent registered public accounting firms contained in this proxy statement/prospectus relate to historical financial information of Expro, and such reports do not extend to the unaudited prospective financial information included below and should not be read to do so. The unaudited prospective financial information set forth in this section of this proxy statement/prospectus entitled “Unaudited Prospective Financial Information” has been prepared by, and is the responsibility of Frank’s management and, with respect to the Expro projections, by Expro management.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Frank’s and Expro can give no assurance that, had the unaudited prospective financial information been prepared either as of the date of the Merger Agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, Frank’s and Expro do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, including with respect to the accounting treatment of the merger under GAAP, or to reflect changes in general economic or industry conditions.

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The unaudited prospective financial information does not take into account all the possible financial and other effects on Frank’s or Expro of the Merger, the effect on Frank’s or Expro of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the unaudited prospective financial information does not take into account the effect on Frank’s or Expro of any possible failure of the Merger to occur. None of Frank’s, Expro, or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Frank’s or Expro shareholder or other person regarding Frank’s or Expro’s ultimate performance compared to the information contained in the unaudited prospective financial and operating information or that the forecasted results will be achieved. The inclusion of the unaudited prospective financial and operating information herein should not be deemed an admission or representation by Frank’s, Expro, their respective advisors or any other person that it is viewed as material information of Frank’s or Expro, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing, and considering the uncertainties inherent in any forecasted information, holders of Frank’s common shares are cautioned not to place undue reliance on such information, and Frank’s urges all holders of Frank’s common shares to review Frank’s most recent SEC filings for a description of Frank’s reported financial results. See the section entitled “Where You Can Find More Information.”

Frank’s Projections

In preparing the Frank’s projections described below, Frank’s management made numerous assumptions regarding Frank’s business, including, but not limited to:

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The following table presents selected unaudited prospective financial data of Frank’s (referred to herein as the “Frank’s projections”):

Expro Projections

In preparing Expro’s projections described below, Expro’s management made numerous assumptions regarding Expro’s business, including, but not limited to: