EXPRO GROUP HOLDINGS N.V. (Form: S-8, Received: 10/04/2021 17:32:28)

As filed with the Securities and Exchange Commission on October 4, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Expro Group Holdings N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

(State or Other Jurisdiction of Incorporation or Organization)

98-1107145

(I.R.S. Employer Identification No.)

1311 Broadfield Blvd., Suite 400

Houston, TX

(Address of Principal Executive Offices, Zip Code)

Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated

Expro Group Holdings International Limited 2018 Management Incentive Plan

Restricted Stock Unit Inducement Awards

(Full title of the plan)

John McAlister

General Counsel

Expro Group Holdings N.V.

1311 Broadfield Blvd., Suite 400

Houston, TX

(713) 463-9776

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Tull R. Florey

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, Texas 77002

(346) 718-6600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, nominal value of €0.06 per share:
Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated	862,252	$17.52 (2)	$15,106,655.04 (2)	$1,400.39 (2)
Expro Group Holdings International Limited 2018 Management Incentive Plan	6,938,742 (3)	$17.20 (4)	$119,321,400.24 (4)	$11,061.09 (4)
Restricted Stock Unit Inducement Awards	959,726 (5)	$17.52 (2)	$16,814,399.52 (2)	$1,558.69 (2)
TOTAL	8,760,720		$151,242,454.80	$14,020.18

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers any additional shares of common stock, nominal value of €0.06 per share (the “Common Stock”) of Expro Group Holdings N.V. (the “Registrant”) in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed based upon the average of the high and low prices of a share of Common Stock as reported on the New York Stock Exchange on September 30, 2021, and assumes a six-for-one reverse stock split that we effectuated on October 1, 2021 (the “Reverse Split”).

(3)

Represents Common Stock underlying 6,804,120 options and 134,622 restricted stock units outstanding under the Expro Group Holdings International Limited 2018 Management Incentive Plan, as amended (the “2018 Plan”), assumed by the Registrant on October 1, 2021 in connection with Expro Group Holdings International Limited’s merger with a wholly-owned subsidiary of the Registrant.

(4)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed based on (i) with respect to shares of Common Stock underlying outstanding options granted under the 2018 Plan, the weighted average exercise price of the outstanding options and (ii) with respect to shares of Common Stock issuable under restricted stock units granted under the 2018 Plan, the average of the high and low prices of a share of Common Stock as reported on the New York Stock Exchange on September 30, 2021, and assumes the Reverse Split.

(5)	Represents 959,726 shares of Common Stock underlying restricted stock units granted as inducement awards for employment with the Registrant pursuant to NYSE Rule 303A.08 (the “Inducement Exception”).

EXPLANATORY NOTE

On October 1, 2021, a one-for-six reverse stock split was effected which reduced the number of shares reserved under the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated (f/k/a the Frank’s International N.V. 2013 Long-Term Incentive Plan) (the “LTIP”) from 20,000,000 to 3,333,333. On October 1, 2021, pursuant to an Agreement and Plan of Merger dated March 10, 2021, a wholly-owned subsidiary of the Registrant merged with Expro Group Holdings International Limited (the “Merger”), and in connection with the Merger, the LTIP was amended to provide for the issuance of an additional 862,252 shares of Common Stock which were previously available for issuance under the 2018 Plan, after adjustment to reflect the reverse stock split and the exchange ratio used in the Merger.

This Registration Statement registers 862,252 additional shares of Common Stock to be issued pursuant to LTIP, as well as (i) up to 6,938,742 shares of Common Stock issuable pursuant to outstanding options and restricted stock units granted under the 2018 Plan, assumed by the Registrant in connection with the Merger (after adjustment to reflect the reverse stock split and the exchange ratio used in the Merger), and (ii) up to 959,726 shares of Common Stock issuable pursuant to the grant of stand-alone inducement restricted stock units granted on October 1, 2021 to employees of the Registrant’s newly-acquired subsidiaries pursuant to the Inducement Exception in connection with their commencement of employment with the Registrant upon consummation of the Merger.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be delivered to employees as specified by Rule 428(b)(1) of the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents, which have heretofore been filed by the Registrant with the Commission pursuant to the Securities Act and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

(a)

the Registrant’s prospectus filed pursuant to Rule 424(b) under the Securities Act on August 6, 2021 relating to the Registrant’s Registration Statement on Form S-4 (SEC File No. 333-255496) originally filed with the Commission on April 26, 2021;

(b)

the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2021, filed on May 4, 2021 and for the fiscal quarter ended June 30, 2021, filed on August 6, 2021;

(c)

the Registrant’s Current Reports on Form 8-K filed with the Commission on March 11, 2021, August 9, 2021, September 15, 2021, and October 1, 2021; and

(d)

the Description of Registrant’s Securities contained on Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 25, 2020, including any amendments or reports filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities offered hereby have been sold or which deregister all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.

Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant’s articles of association provide that to the fullest extent permissible by law and subject to certain exceptions, the Registrant will indemnify, and reimburse and hold harmless, each of the Registrant’s current and former directors and officers (and, in the case of an officer or director that is not a natural person, its affiliates, shareholders, members, managers, directors, officers, partners, employees and agents) for any and all liabilities, claims, judgments, fines and penalties incurred by such indemnitee as a result of any expected, threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative in relation to any act or omission in or related to such indemnitee’s capacity as described above and any expenses (including reasonable attorneys’ fees and litigation costs) incurred by such indemnitee in connection with any of the foregoing. The articles of association also provide that the Registrant shall use all its reasonable endeavors to provide for, and shall bear the cost of, directors’ and officers’ liability insurance on behalf of the Registrant’s indemnitees.

The Registrant has also entered into individual indemnification agreements with each of its directors and certain executive officers. The agreements provide, to the fullest extent permitted by the Registrant’s amended and restated articles of association and the law of The Netherlands, that the Registrant will indemnify the directors and executive officers against any and all liabilities, claims, judgments, fines, penalties, interest and expenses, including attorneys’ fees, incurred in connection with any expected, threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative, involving a director or an executive officer by reason of his or her position as director or officer.

Under the LTIP, members of the committee designated to administer the LTIP and any officer or employee of the Registrant or any of its subsidiaries acting at the direction of or on behalf of such committee shall not be personally liable for any action or determination taken or made in good faith with respect to the LTIP and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Registrant with respect to any such action or determination.

Under the 2018 Plan, the Registrant shall indemnify and defend the committee designated to administer the 2018 Plan to the maximum extent permitted by law for all actions taken on behalf of the Registrant or its related affiliates with respect to the 2018 Plan.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit No.		Exhibit Description

4.1		English translation of the Deed of Amendment to the Articles of Association of Expro Group Holdings N.V., dated October 1, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2021).

5.1*		Opinion of NautaDutilh N.V.

23.1*		Consent of NautaDutilh N.V. (included in Exhibit 5.1).

23.2*		Consent of KPMG LLP, independent registered public accounting firm for Expro Group Holdings N.V. (formerly known as Frank’s International N.V.)

23.3*		Consent of Deloitte & Touche LLP, independent registered public accounting firm for Expro Group Holdings International Limited.

23.4*		Consent of Ernst & Young LLP, independent registered public accounting firm for Expro Group Holdings International Limited.

23.5*		Consent of Ernst & Young LLP, independent auditors for Expro Group Holdings International Limited.

24.1*		Power of Attorney (included on signature page hereto).

99.1		Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2021).

99.2*		Expro Group Holdings International Limited 2018 Management Incentive Plan, as amended.

99.3*		Form of Notice of Stock Option Award and Stock Option Award Agreement under the Expro Group Holdings International Limited 2018 Management Incentive Plan.

99.4*		Form of Inducement Award Restricted Stock Unit Agreement (Time-Based).

99.5*		Form of Inducement Award Restricted Stock Unit Agreement (Performance-Based).

*	Filed herewith.

Item 9. Undertakings.

(a)	The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on the 4^th day of October 2021.


EXPRO GROUP HOLDINGS N.V.

By:		/s/ Michael Jardon
Name:		Michael Jardon
Title:		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Jardon, Quinn Fanning, John McAlister and Josh Hancock, and each of them, the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date

/s/ Michael Jardon Michael Jardon	Chief Executive Officer and Director (Principal Executive Officer)	October 4, 2021

/s/ Quinn Fanning Quinn Fanning	Chief Financial Officer (Principal Financial Officer)	October 4, 2021

/s/ Michael Bentham Michael Bentham	Principal Accounting Officer (Principal Accounting Officer)	October 4, 2021

/s/ Michael C. Kearney Michael C. Kearney	Chairman of the Board of Directors	October 4, 2021

/s/ Eitan Arbeter Eitan Arbeter	Director	October 4, 2021

/s/ Robert W. Drummond Robert W. Drummond	Director	October 4, 2021

/s/ D. Keith Mosing D. Keith Mosing	Director	October 4, 2021



/s/ Alan Schrager Alan Schrager	Director	October 4, 2021

/s/ Lisa Troe Lisa Troe	Director	October 4, 2021

/s/ Brian Truelove Brian Truelove	Director	October 4, 2021

/s/ Eileen Whelley Eileen Whelley	Director	October 4, 2021

Exhibit 5.1


ATTORNEYS • CIVIL LAW NOTARIES • TAX ADVISERS

P.O. Box 7113 1007 JC Amsterdam Beethovenstraat 400 1082 PR Amsterdam T +31 20 71 71 000 F +31 20 71 71 111		Amsterdam, 1 October 2021. To the Company

Ladies and Gentlemen:

We have acted as legal counsel as to Dutch law to the Company in connection with the Plans. This opinion letter is rendered to you in order to be filed with the SEC as an exhibit to the Registration Statement.

Capitalised terms used in this opinion letter have the meanings set forth in Exhibit A to this opinion letter. The section headings used in this opinion letter are for convenience of reference only and are not to affect its construction or to be taken into consideration in its interpretation.

This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in the Plans.

In rendering the opinions expressed in this opinion letter, we have reviewed and relied upon pdf copies or drafts, as the case may be, of the Plans and the Corporate Documents and we have assumed that Awards made or to be made under the Plans have been or shall be made for bona fide commercial reasons. We have not investigated or verified any factual matter disclosed to us in the course of our review.

This opinion letter sets out our opinion on certain matters of the laws with general applicability of the Netherlands, and, insofar as they are directly applicable in the Netherlands, of the European Union, as at today’s date and as presently interpreted under published authoritative case law of the Dutch courts, the General Court and the Court of Justice of the European Union. We do not express any opinion on Dutch or European competition law, data protection law, tax law, securitization law or regulatory law. No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform you of, any developments and/or changes of Dutch law subsequent to today’s date. We do not purport to opine on the consequences of amendments to the Plans or the Corporate Documents subsequent to the date of this opinion letter.

The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Dutch law. The competent courts at Amsterdam, the Netherlands, have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter. Any legal relationship arising out

This communication is confidential and may be subject to professional privilege. All legal relationships are subject to NautaDutilh N.V.’s general terms and conditions (see https://www.nautadutilh.com/terms), which apply mutatis mutandis to our relationship with third parties relying on statements of NautaDutilh N.V., include a limitation of liability clause, have been filed with the Rotterdam District Court and will be provided free of charge upon request. NautaDutilh N.V.; corporate seat Rotterdam; trade register no. 24338323.

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of or in connection with this opinion letter (whether contractual or non-contractual), including the above submission to jurisdiction, is governed by Dutch law and shall be subject to the general terms and conditions of NautaDutilh. Any liability arising out of or in connection with this opinion letter shall be limited to the amount which is paid out under NautaDutilh’s insurance policy in the matter concerned. No person other than NautaDutilh may be held liable in connection with this opinion letter.

In this opinion letter, legal concepts are expressed in English terms. The Dutch legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Dutch legal concepts described by the English terms.

For the purposes of this opinion letter, we have assumed that:

a.	drafts of documents reviewed by us will be signed in the form of those drafts, each copy of a document conforms to the original, each original is authentic, and each signature is the genuine signature of the individual purported to have placed that signature;

b.	if any signature under any document is an electronic signature (as opposed to a handwritten (“wet ink”) signature) only, it is either a qualified electronic signature within the meaning of the eIDAS Regulation, or the method used for signing is otherwise sufficiently reliable;

c.	the Deed of Incorporation is a valid notarial deed, which has been executed on the basis of a valid declaration of no objection (verklaring van geen bezwaar) and a valid bank statement as referred to in (and issued in accordance with the requirements of) Section 2:93a DCC;

d.	the Registration Statement has been declared effective by the SEC in the form reviewed by us;

e.	the Current Articles are the Articles of Association currently in force and as they will be in force at each Relevant Moment;

at each Relevant Moment, the Company will not have (i) been dissolved (ontbonden), (ii) ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) been converted (omgezet) into another legal form, either national or foreign, (iv) had its assets placed under administration (onder bewind gesteld), (v) been declared bankrupt (failliet verklaard), (vi) been granted a suspension of payments (surseance van betaling verleend), (vii) started or become subject to statutory proceedings for the restructuring of its debts (akkoordprocedure) or (viii) been made subject to similar proceedings in any jurisdiction or otherwise been limited in its power to dispose of its assets;

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g.	any offering of Awards, to the extent made in the Netherlands, has been, is and will be made in conformity with the Prospectus Regulation and the rules promulgated thereunder;

at each Relevant Moment, (i) the relevant Award(s) shall have been validly granted as a right to subscribe for Ordinary Shares (recht tot het nemen van aandelen) by the corporate body authorized to do so, (ii) shall be in full force and effect upon being exercised or settled, as applicable, (iii) shall have been validly exercised or settled, as applicable, in accordance with the terms and conditions applicable to such Award(s) and (iv) any pre-emption rights in respect of such Award(s) shall have been validly excluded by the corporate body authorized to do so;

at each Relevant Moment, each holder of the relevant Award(s) shall be an individual who has not (i) deceased, (ii) had his/her assets placed under administration (onder bewind gesteld), (iii) been declared bankrupt (failliet verklaard), (iv) been granted a suspension of payments (surseance van betaling verleend), (v) been subjected to a debt reorganization procedure (schuldsanering), (vi) started or become subject to statutory proceedings for the restructuring of his/her debts (akkoordprocedure) or (vii) been made subject to similar proceedings in any jurisdiction or otherwise been limited in the power to dispose of his/her assets; and

j.	at each Relevant Moment, the authorised share capital (maatschappelijk kapitaal) of the Company shall allow for the grant of Awards and the issuance of Plan Shares pursuant to the exercise or settlement thereof.

Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:

Corporate Status

1.	The Company has been duly incorporated and is validly existing as a naamloze vennootschap.

Plan Shares

2.	Subject to receipt by the Company of payment in full for, or other satisfaction of the issue price of, the Plan Shares in accordance with the relevant Plan, and when issued and accepted in accordance with the relevant Plan, the Plan Shares shall be validly issued, fully paid and non-assessable.

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The opinions expressed above are subject to the following qualifications:

Opinion 1 must not be read to imply that the Company cannot be dissolved (ontbonden). A company such as the Company may be dissolved, inter alia by the competent court at the request of the company’s board of directors, any interested party (belanghebbende) or the public prosecution office in certain circumstances, such as when there are certain defects in the incorporation of the company. Any such dissolution will not have retro-active effect.

Pursuant to Section 2:7 DCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Dutch Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in that legal entity’s articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction. Based on the objects clause contained in the Current Articles, we have no reason to believe that, by making Awards under the Plans, the Company would transgress the description of the objects contained in its Articles of Association. However, we cannot assess whether there are other relevant circumstances that must be taken into account, in particular whether the interests of the Company are served by making Awards under the Plans since this is a matter of fact.

Pursuant to Section 2:98c DCC, a naamloze vennootschap may grant loans (leningen verstrekken) only in accordance with the restrictions set out in Section 2:98c DCC, and may not provide security (zekerheid stellen), give a price guarantee (koersgarantie geven) or otherwise bind itself, whether jointly and severally or otherwise with or for third parties (zich op andere wijze sterk maken of zich hoofdelijk of anderszins naast of voor anderen verbinden) with a view to (met het oog op) the subscription or acquisition by third parties of shares in its share capital or depository receipts. This

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prohibition also applies to its subsidiaries (dochtervennootschappen). It is generally assumed that a transaction entered into in violation of Section 2:98c DCC is null and void (nietig). Based on the content of the Plans, we have no reason to believe that the Company or its subsidiaries will violate Section 2:98c DCC in connection with the issue of Plan Shares. However, we cannot confirm this definitively, since the determination of whether a company (or a subsidiary) has provided security, has given a price guarantee or has otherwise bound itself, with a view to the subscription or acquisition by third parties of shares in its share capital or depository receipts, as described above, is a matter of fact.

D.	The opinions expressed in this opinion letter may be limited or affected by:

rules relating to Insolvency Proceedings or similar proceedings under a foreign law and other rules affecting creditors’ rights generally;

the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available in other jurisdictions to insolvency practitioners and insolvency office holders in bankruptcy proceedings or creditors;

claims based on tort (onrechtmatige daad);

sanctions and measures, including but not limited to those concerning export control, pursuant to European Union regulations, under the Sanctions Act 1977 (Sanctiewet 1977) or other legislation;

the Anti-Boycott Regulation, Anti Money Laundering Laws and related legislation;

any intervention, recovery or resolution measure by any regulatory or other authority or governmental body in relation to financial enterprises or their affiliated entities; and

the rules of force majeure (niet toerekenbare tekortkoming), reasonableness and fairness (redelijkheid en billijkheid), suspension (opschorting), dissolution (ontbinding), unforeseen circumstances (onvoorziene omstandigheden) and vitiated consent (i.e., duress (bedreiging), fraud (bedrog), abuse of circumstances (misbruik van omstandigheden) and error (dwaling)) or a difference of intention (wil) and declaration (verklaring).

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The term “non-assessable” has no equivalent in the Dutch language and for purposes of this opinion letter such term should be interpreted to mean that a holder of an Ordinary Share shall not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such Ordinary Share.

F.	This opinion letter does not purport to express any opinion or view on the operational rules and procedures of any clearing or settlement system or agency.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent we do not admit or imply that we are a person whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or any rules and regulations promulgated thereunder.

Sincerely yours,

/s/ NautaDutilh N.V.

NautaDutilh N.V.

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EXHIBIT A

LIST OF DEFINITIONS


“Anti Money Laundering Laws”		The European Anti-Money Laundering Directives, as implemented in the Netherlands in the Money Laundering and Terrorist Financing Prevention Act (Wet ter voorkoming van witwassen en financieren van terrorisme) and the Dutch Criminal Code (Wetboek van Strafrecht).

“Anti-Boycott Regulation”		The Council Regulation (EC) No 2271/96 of 22 November 1996 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom.

“Articles of Association”		The Company’s articles of association (statuten) as they read from time to time.

“Awards”		Rights to subscribe for Ordinary Shares pursuant to the terms and conditions of the relevant Plan.

“Bankruptcy Code”		The Dutch Bankrupcty Code (Faillissementswet).

“Commercial Register”		The Dutch Commercial Register (handelsregister).

“Company”		Expro Group Holdings, N.V. (formerly named Frank’s International N.V.), a public company with limited liability (naamloze vennootschap), registered with the Commercial Register under number 34241787.

“Corporate Documents”		The Deed of Incorporation, the Deed of Amendment, the Current Articles and the Registration Statement.

“Current Articles”		The Articles of Association as they read immediately the execution of the Deed of Amendment.

“DCC”		The Dutch Civil Code (Burgerlijk Wetboek).

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“Deed of Amendment”		The deed of amendment to the Articles of Association dated 1 October 2021.

“Deed of Incorporation”		The Company’s deed of incorporation (akte van oprichting) dated 1 February 2006.

“eIDAS Regulation”		Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC.

“Insolvency Proceedings”		Any insolvency proceedings within the meaning of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings listed in Annex A thereto and any statutory proceedings for the restructuring of debts (akkoordprocedure) pursuant to the Bankruptcy Code.

“NautaDutilh”		NautaDutilh N.V.

“the Netherlands”		The European territory of the Kingdom of the Netherlands.

“Offering”		The initial public offering of Ordinary Shares by the Company.

“Ordinary Shares”		Ordinary shares in the Company’s capital, with a nominal value of EUR 0.06 each.

“Plans”		The Expro Group Holdings N.V. Long-Term Incentive Plan, the Expro Group Holdings International Limited 2018 Management Incentive Plan and the Restricted Stock Unit Inducement Awards, in each case in the form attached as an Exhibit to the Registration Statement, and “Plan” means any of such plans.

“Plan Shares”		Up to *8,760,720* Ordinary Shares available for issuance under the Plans.

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“Prospectus Regulation”		Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

“Registration Statement”		The Company’s registration statement on Form S-8 filed or to be filed with the SEC in connection with the Offering in the form reviewed by us.

“Relevant Moment”		Each time when one or more Awards are granted or one or more Plan Shares are issued pursuant to the exercise or settlement of the relevant Award(s).

“SEC”		The United States Securities and Exchange Commission.

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated March 1, 2021, with respect to the consolidated financial statements and financial statement schedule II – Valuation and Qualifying Accounts of Expro Group Holdings N.V. (formerly, Frank’s International N.V.), and the effectiveness of internal control over financial reporting, incorporated herein by reference.

Our report refers to change in accounting method for leases as of January 1, 2019 due to the adoption of the provision of Accounting Standards Codification Topic 842 – Leases, as amended.

/s/ KPMG LLP

Houston, Texas

October 4, 2021

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 26, 2021, relating to the financial statements of Expro Group Holdings International Limited, appearing in Registration Statement No. 333-255496 on Form S-4 of Expro Group Holdings N.V.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

October 4, 2021

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated, Expro Group Holdings International Limited 2018 Management Incentive Plan and Restricted Stock Unit Inducement Awards of Expro Group Holdings N.V. of our report dated March 17, 2020 (except Notes 2 and 5, as to which the date is March 26, 2021), with respect to the consolidated financial statements of Expro Group Holdings International Limited as of December 31, 2019 and for the year then ended, included in the Registration Statement (Form S-4 No. 333-255496) of Expro Group Holdings N.V (formerly Frank’s International N.V.), filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Reading, United Kingdom

October 4, 2021

Exhibit 23.5

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated, Expro Group Holdings International Limited 2018 Management Incentive Plan and Restricted Stock Unit Inducement Awards of Expro Group Holdings N.V. of Expro Group Holdings N.V. of our report dated March 17, 2020 (except Notes 4, 5 and 18, as to which the date is June 4, 2021), with respect to the consolidated financial statements of Expro Group Holdings International Limited as of December 31, 2018 and for the period from February 1, 2018 through December 31, 2018 (Successor), and for the period from January 1, 2018 through January 31, 2018 (Predecessor), included in the Registration Statement (Form S-4 No. 333-255496) of Expro Group Holdings N.V (formerly Frank’s International N.V.), filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Reading, United Kingdom

October 4, 2021

Exhibit 99.2

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

2018 MANAGEMENT INCENTIVE PLAN

SECTION 1. Purpose. The purposes of this Expro Group Holdings International Limited 2018 Management Incentive Plan and the UK sub-plan (as they may be amended from time to time, the “Plan”) are to promote the interests of Expro Group Holdings International Limited, a Cayman Islands company and its Related Affiliates and subsidiaries (individually, and collectively, the “Company”) by (i) attracting and retaining top talent and (ii) increasing the interests of Persons providing services to or for the benefit of the Company through participation in the growth in value of the Company through the issuance of performance-based incentives.

As consideration for the provision of certain services to the Company by Participants, the Company shall grant Incentive Plan Awards to Participants as it deems appropriate pursuant to the terms and conditions of the Plan and the applicable Grant Agreement.

SECTION 2. Definitions. Any capitalized term that is used but not otherwise defined in the Plan shall have the meaning assigned to such term in the Shareholders’ Agreement. The following terms shall have the meaning specified below:

(a) “Board of Directors” shall mean the Board of Directors of the Company.

(b) “Cause” shall mean, unless otherwise set forth in the Grant Agreement: the Participant’s (i) fraud, misconduct or gross negligence in connection with the Participant’s performance of duties which is detrimental to the Company, (ii) conviction or plea of nolo contendere to any crime or offense constituting a felony or an indictable offense or for a violation of criminal laws involving the Company or its business or involving moral turpitude or (iii) material breach of any employment or service contract, or other agreements, with any entity in the Company or a material violation of any policies of the Company. Notwithstanding the foregoing, if “Cause” is defined in an agreement between the Participant and any entity within the Company governing the terms of Participant’s employment with, or services to, the Company, then “Cause” shall have the meaning, and shall be determined pursuant to the applicable procedures, set forth in such agreement.

(c) “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended, and the U.S. Department of the Treasury regulations thereunder.

(d) “Committee” shall mean the Compensation Committee of the Board of Directors. To the extent the Committee delegates authority pursuant to Section 9(d), references to the Committee in the Plan shall, as appropriate, be deemed to refer to the Committee’s delegate.

(e) “Common Stock” shall mean the shares of common stock, $0.01 par value per share, of the Company.

(f) “Date of Grant” shall mean the date on which an Incentive Plan Award is issued under the Plan pursuant to the applicable Grant Agreement.

(g) “Disability” shall mean, unless otherwise set forth in the Grant Agreement, that the Participant is, by reason of any medically determinable physical or mental impairment that is expected to last for a continuous period of at least twelve (12) months or result in death, either (i) receiving benefits under the Employer’s accident and health plan for at least three (3) months or (ii) unable to engage in any substantial duties and activities of his or her employment.

(h) “Employer” shall mean the Company and any Related Affiliate that employs a Participant.

(i) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(j) “Fair Market Value” shall mean (except as otherwise provided in the Plan or a Grant Agreement) the fair market value of the applicable Incentive Plan Awards, as determined in good faith by the Committee, taking into account the factors that the members thereof, in the reasonable exercise of their business judgment, consider relevant, and as is consistent with the requirements of Section 409A of the Code.

(k) “Fiscal Year” shall mean the Company’s fiscal year, which is the 12-month period beginning on each January 1 and ending the following December 31, or other fiscal year of the Company that the Company may establish.

(l) “Good Reason” shall mean, unless otherwise set forth in the Grant Agreement, without the Participant’s written consent, any material diminution in the Participant’s base salary or cash bonus opportunity, other than a reduction (including a furlough) applicable to senior management level employees; provided, that a termination by the Participant for Good Reason shall be effective only if the Participant gives notice of termination for Good Reason within 30 days of becoming aware of the circumstances giving rise to Good Reason, the Company fails to cure such circumstances within 30 days following the delivery of a notice of termination; and the Participant actually terminates employment within 15 days of such failure to cure. Notwithstanding the foregoing, if “Good Reason” is defined in an agreement between the Participant and any entity within the Company governing the terms of Participant’s employment with, or services to, the Company, then “Good Reason” shall have the meaning, and shall be determined pursuant to the applicable procedures, set forth in such agreement.

(m) “Grant Agreement” shall mean the written agreement by and between the Company and the Participant documenting the issuance of an Incentive Plan Award. In the event of any conflict between the terms of the Plan and the Grant Agreement, the Plan shall govern.

(n) “IRR” is the interest rate at which the net present value of all the cash flows (both positive and negative) associated with the Shareholders’ investment equal zero. It being understood that for the purpose of calculating IRR Thresholds pursuant to the Plan, the initial investment (or cash outflow) is deemed to be at an enterprise valuation of $1,210 million (or $20.69 per share).

(o) “Incentive Plan Award” shall mean an incentive compensation award for a Performance Period under the Plan.

(p) “Organizational Documents” shall mean the Company’s Memorandum, Articles of Association, and Shareholders’ Agreement, as they each may be amended or restated from time to time.

(q) “Non-Performance” shall mean a Participant’s failure to perform the Participant’s material duties to the Company (other than a failure resulting from the Participant’s incapacity due to physical or mental illness).

(r) “Participant” shall mean an eligible person to whom an Incentive Plan Award is granted pursuant to the Plan, or, if applicable, such other person who holds an outstanding Incentive Plan Award.

(s) “Performance Goal” shall mean one or more objective performance goals established by the Committee with respect to an Incentive Plan Award for a Performance Period. Any Performance Goal may be based upon the performance of the Company, of any Related Affiliate, of a division or unit thereof, or of an individual Participant, using performance measures selected by the Committee. Performance Goals may be absolute, or may be relative to the comparable measure at comparison companies or a defined index. Different performance measures may be given different weights.

(t) “Performance Period” shall mean a Fiscal Year or other period of time (which may be longer or shorter than a Fiscal Year) set by the Committee.

(u) “Public Offering” shall mean an underwritten public offering of securities of the Company pursuant to an effective registration statement under the Securities Act.

(v) “Related Affiliate” shall mean a business or entity that is, directly or indirectly, controlled by the Company.

(w) “Restricted Stock” shall mean shares of Common Stock granted pursuant to the Plan that are subject to certain specified restrictions.

(x) “Restricted Stock Unit” shall mean an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant meet certain Performance Goals and continues to be eligible to participate in the Plan for a specified period of time) granted pursuant to the Plan.

(y) “Sale Transaction” shall mean the consummation of a bona fide sale of the Company (or a bona fide sale of the Company’s Related Affiliates by the Company) whether by (i) a sale, lease, transfer, exclusive license, conveyance or other disposition, in one or a series of related transactions, of more than 50% of the assets of the Company (which may be effected by a merger, equity sale, asset sale or otherwise) or (ii) a transaction or series of transactions (including by way of merger, consolidation, sale of stock or otherwise) the result of which is that any person or “group” (as defined in Section 13 of the Exchange Act), becomes the beneficial owner, directly or indirectly, of more than 50% of the shares of Common Stock entitled to vote for the election of directors to the Board of Directors (or the equivalent shares in the case of a sale by the Company of its Related Affiliates); provided that, the acquisition of more than 50% of the shares of Common Stock by Oak Hill Advisors L.P. and its affiliates shall not be a Sale Transaction.

(z) For the avoidance of doubt, a Public Offering is not a Sale Transaction for purposes of the Plan.

(aa) “Securities Act” shall mean the Securities Act of 1933, as amended.

(bb) “Shareholders’ Agreement” shall mean the Company’s Shareholders Agreement, dated as of February 5, 2018.

(cc) “Stock Appreciation Right” shall mean a right granted pursuant to the Plan to receive an amount payable in cash or shares of Common Stock equal to the excess of (i) the fair market value of a specified number of shares of Common Stock on the date the Stock Appreciation Right is exercised over (ii) the fair market value of such shares on the date the Stock Appreciation Right was granted.

(dd) “Stock Option” shall mean a stock option granted pursuant to the Plan.

(ee) “Termination” means, with respect to a Participant, a termination of the Participant’s employment with, or services to, the Company.

SECTION 3. Administration.

(a) The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall have full discretionary authority to: (i) administer and interpret the Plan, (ii) approve the individuals eligible to participate in the Plan and award Incentive Plan Awards, (iii) prescribe the terms and conditions of each Incentive Plan Award, including, without limitation, the exercise price, vesting provisions, and setting the performance criteria and performance period for Incentive Plan Awards within the Plan guidelines, (iv) certify attainment of Performance Goals and other material terms, (v) authorize the payment of all benefits and expenses of the Plan as they become payable, (vi) determine the value of any Incentive Plan Award and, if applicable, the number of shares of Common Stock to be made subject to such Incentive Plan Award, (vii) exercise all powers either specifically granted to it under the Plan or as are necessary or advisable in the administration of the Plan, (viii) decide the facts in any case arising under the Plan, (ix) prescribe, amend and rescind rules and regulations relating to the Plan, (x) adopt any sub-plan to the Plan relating to the operation and administration of the Plan for grants of Incentive Plan Awards to Participants residing outside the United States to comply with tax, securities or other non-U.S. legal requirements or to provide favorable tax treatment for an Incentive Plan Award, (xi) correct errors or omissions, to require performance reports on which it can base its determinations, and (xii) make all other determinations necessary or advisable for the administration of the Plan (including but not limited to determinations with respect to whether and under what circumstances or conditions a Participant has had a termination of employment for purposes of the Plan), all of which shall be binding on all persons, including the Company, Related Affiliates, and the Participants (or any person claiming any rights under the Plan from or through any Participant). The Committee’s administration of the Plan, including all rules and regulations, interpretations, selections, determinations, approvals, decisions, delegations, amendments, terminations, and other actions, shall be final and binding on the Company, Related Affiliates, and all Participants and their beneficiaries.

(b) Unless otherwise expressly provided in the Plan or in a Grant Agreement, and subject to any applicable limitations and restrictions set forth in the Organizational Documents, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Incentive Plan Award shall be within the sole discretion of the Committee acting reasonably and in good faith, may be made at any time and shall (in the absence of manifest error) be final, conclusive, and binding upon all Persons, including the Company, Related Affiliates, and all Participants and their beneficiaries.

(c) The Committee shall not be liable for any action or determination made in good faith and in compliance with all applicable rules, regulations and laws with respect to the Plan or any Incentive Plan Award issued hereunder to the extent allowed under applicable law.

(d) The Company shall indemnify and defend the Committee to the maximum extent permitted by law for all actions taken on behalf of the Company or the Related Affiliates with respect to the Plan.

(e) Notwithstanding anything set forth herein to the contrary, the Plan is subject to the restrictions and limitations set forth in the Organizational Documents.

SECTION 4. Incentive Plan Awards.

(a) Issuance. The Committee shall have authority, pursuant to the Organizational Documents and subject to the terms and conditions of the Plan, to determine for each Participant, the number of Incentive Plan Awards granted to the Participant, the Performance Goals applicable to such Incentive Plan Awards, and the conditions and limitations applicable to such Incentive Plan Awards. If applicable, each grant of an Incentive Plan Award to a Participant shall specify the period or periods of continuous service by such Participant with the Company that is or are necessary before such Incentive Plan Award shall vest.

(b) Vesting. The Incentive Plan Awards shall vest as provided in the applicable Grant Agreement.

(c) Available Awards. Awards that may be granted under the Plan include Stock Options, Restricted Stock Units, Restricted Stock and Stock Appreciation Rights.

(d) Certification of Performance Goal Achievement. The Committee shall, promptly after the date on which the necessary financial, individual, or other information for a particular Performance Period becomes available, and in any event prior to the payment of any Incentive Plan Award, determine and certify the degree to which each of the Performance Goals has been attained.

(e) Committee Discretion. The Committee shall have the discretion and authority to determine the consequences for the Incentive Plan Award of: (i) a Participant’s termination of employment for various reasons, a Participant’s death or Disability, or a Participant’s change in job titles or responsibilities during the Performance Period, (ii) a Participant’s leaving the Employer and being rehired, (iii) a Sale Transaction or a Public Offering, (iv) a Participant’s leave of absence and (v) similar circumstances deemed appropriate by the Committee, consistent with the purpose and terms of the Plan. If a Participant is on suspension at the time payment would otherwise be made, no payment shall be made until the matter is resolved by the Employer, and it is determined whether the Incentive Plan Award shall be paid or forfeited.

SECTION 5. Shares Subject to the Plan.

(a) Common Stock Available. Subject to adjustment as set forth in Section 8, a total of 6,600,000 shares of Common Stock shall be available for the issuance of Incentive Plan Awards under the Plan. During the terms of the Incentive Plan Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Incentive Plan Awards. Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. Any shares of Common Stock subject to an Incentive Plan Award that is cash-settled, canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan.

(b) No Assurance of Priority. The Company may issue other equity interests that are senior to, pari passu with or subordinate to the Incentive Plan Awards issued or issuable under the Plan in respect of dividends, allocations, voting or any other rights, in each case, in accordance with the Organizational Documents.

SECTION 6. Eligibility. Individuals eligible to participate in the Plan shall consist of those officers and other management associates of an Employer and those select non-management associates whom the Committee determines have the potential to contribute significantly to the success of the Company or its Related Affiliates. For each Performance Period the Committee shall determine which officers, other management associates, and select non-management associates shall participate in the Plan. At any time, including during a Performance Period, the Committee may add additional classes or delete classes of associates for participation in the Plan as it deems appropriate for the Performance Period.

SECTION 7. Amendment and Termination. The Committee may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time in its discretion, provided that a Participant’s consent to such action shall be required if the action, taking into account any related action, would materially and adversely affect such Participant’s rights under the Plan with respect to any Incentive Plan Award previously granted to such Participant. No amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any applicable laws. At the time of such amendment, the Board of Directors shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder approval.

SECTION 8. Changes in Capital Structure and Other Matters.

(a) No Company Action Restriction. The existence of the Plan, any Grant Agreement and/or the Incentive Plan Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board of Directors or the shareholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s or Related Affiliate’s capital structure or its business, (ii) any merger, consolidation or change in the ownership of the Company or Related Affiliate, (iii) any issue of bonds, debentures or equity interests ahead of or affecting the Company’s or Related Affiliate’s outstanding equity interests or the rights thereof, (iv) any dissolution or liquidation of the Company or Related Affiliate, (v) any sale or transfer of all or any part of the Company’s or Related Affiliate’s assets or business, or (vi) any other corporate act or proceeding by the Company or Related Affiliate, including a Sale Transaction. No Participant, beneficiary or any other Person shall have any claim against the Board of Directors, the Company or any subsidiary, or any employees, officers, shareholders or agents of the Company or any Related Affiliate, as a result of any such action.

(b) Changes in Capital Structure. Incentive Plan Awards awarded under the Plan shall be equitably and appropriately adjusted or substituted (e.g., to preserve the intrinsic value of each Incentive Plan Award), as determined by the Committee, in the event of (i) changes in the capital structure of the Company by reason of extraordinary dividends, equity splits, reverse equity splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any Incentive Plan Awards, including but not limited to any such action taken in connection with a public offering of the equity interests of the Company, any Related Affiliate or any successor to any of the foregoing or (ii) any change in applicable laws or any change in circumstances which results in or would result in any substantial diminution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan.

SECTION 9. General Provisions.

(a) Transferability. Unless determined otherwise by the Committee, Incentive Plan Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred by Participant in any manner other than by will or by the laws of descent and distribution.

(b) Acceleration of Vesting. The Committee shall have the power, in its discretion, to accelerate the time at which any Incentive Plan Awards will vest in accordance with the Plan, notwithstanding the provisions in the Grant Agreement stating the time at which the Incentive Plan Awards may vest. To the extent that any Incentive Plan Awards are subject to Sections 409A or 457A of the Code, it is intended that any such amounts payable under the Plan shall either be exempt from or shall comply with those Sections (including Treasury regulations and other published guidance related thereto) so as not to subject the Participant to payment of any other additional tax, penalty or interest imposed under Section 409A or 457A of the Code.

(c) No Rights to Incentive Plan Awards; No Uniformity of Treatment. No Person shall have any claim to be issued any Incentive Plan Awards, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Incentive Plan Awards. The terms and conditions of Incentive Plan Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

(d) Delegation. Subject to the terms of the Plan and the provisions of the Organizational Documents, the provisions of any Grant Agreement and applicable law, the Committee may delegate to one or more of the Company’s executive officers, or committees as may be formed, the authority, subject to such terms and limitations as the Committee shall determine, to issue Incentive Plan Awards to, or to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend, or terminate Incentive Plan Awards held by a Participant.

(e) Taxes. By accepting an Incentive Plan Award, the Participant is agreeing to be solely responsible for any and all taxes imposed on the Participant (other than any required Company withholding) by reason of the receipt, vesting, ownership, forfeiture or disposition of an

Incentive Plan Award, and allocation of taxable income relating to such Incentive Plan Award, or any other transaction undertaken pursuant to or in connection with the Plan. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Company shall have the right and is hereby authorized to withhold from any payment due or transfer made under the Plan or from any compensation or other amount owing to the Participant from the Company, the amount of any applicable taxes, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. Any amounts so withheld shall be treated as having been distributed or paid to the Participant under the Plan or the Organizational Documents. To the extent the Participant is required to pay any amount to the Company in respect of taxes, such amount shall not be treated as a “capital contribution” for any purpose.

(f) Withholding Obligations. To the extent provided by the terms of a Grant Agreement and subject to the discretion of the Committee, a Participant may satisfy any federal, state or local tax or employee social security contributions withholding obligation relating to the exercise or acquisition of Common Stock under an Incentive Plan Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment, (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Incentive Plan Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax or employee social security contributions required to be withheld by law, or (iii) delivering to the Company previously owned and unencumbered shares of Common Stock of the Company.

(g) Grant Agreements. Each Incentive Plan Award granted hereunder shall be evidenced by a Grant Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Incentive Plan Award and any rules applicable thereto, including but not limited to the effect on such Incentive Plan Award of the termination of employment or service of a Participant and the effect, if any, of such other events as may be determined by the Committee.

(h) Shareholders’ Agreement. In connection with the grant, vesting and/or exercise of any Incentive Plan Award that results in the issuance of Common Stock under the Plan, the Committee may require a Participant to execute and become a party to the Shareholders’ Agreement as a condition of such grant, vesting and/or exercise. The Shareholders’ Agreement may contain restrictions on the transferability of shares of Common Stock acquired under the Plan (such as a right of first refusal or a prohibition on transfer) and such shares may be subject to call rights and drag-along rights of the Company and certain of its investors. The Company shall also have any repurchase rights set forth in the Shareholders’ Agreement or any Grant Agreement.

(i) No Right to Employment or Other Continued Service. The issuance of an Incentive Plan Award shall not be construed as giving any Participant the right to be retained in the employ of, or in any consulting or other service relationship with any entity within the Company. Further, nothing in the Plan or any instrument executed or Incentive Plan Award issued pursuant hereto shall affect the right of any entity within the Company to terminate (i) the employment of a Participant at any time, for any reason or no reason, with or without notice and with or without Cause, (ii) the service of a Participant pursuant to the terms of such Participant’s agreement with any entity within the Company, or (iii) the service of Participant as a member of the Board of Directors pursuant to the Organizational Documents and any applicable provisions of the state and federal laws, as applicable.

(j) Rights as a Shareholder. Subject to the provisions of the applicable Grant Agreement, a Participant or holder or beneficiary of any Incentive Plan Award that results in the issuance of Common Stock shall have rights as a shareholder of the Company only to the extent explicitly provided in the Organizational Documents.

(k) Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board of Directors, nor the Committee shall be required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

(l) No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, additional Incentive Plan Awards or other securities or property shall be issued or paid in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.

(m) Separation From Service Under Section 409A. The Plan is intended to be exempt from, or to comply with, Section 409A of the Code to the extent subject thereto, and shall be interpreted and administered to be in compliance therewith. Notwithstanding any provision to the contrary in this Plan: (i) no amount that is nonqualified deferred compensation shall be payable upon the Participant’s termination of employment hereunder unless the termination of the Participant’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations, (ii) for purposes of Section 409A of the Code, the Participant’s right to receive installment payments under this Plan shall be treated as a right to receive a series of separate and distinct payments, and (iii) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A of the Code, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year.

(n) Dispute Resolution. Any dispute or claim arising out of, under or in connection with the Plan, Incentive Plan Award or any Grant Agreement shall be submitted to arbitration in New York and subject to New York laws and shall be conducted in accordance with the rules of, but not necessarily under the auspices of, the American Arbitration Association rules in force when the notice of arbitration is submitted. The arbitration shall be conducted before an arbitration tribunal comprised of three individuals, one selected by the Company, one selected by the Participant, and the third selected by the first two. The Participant and the Company agree that such arbitration will be confidential and no details, descriptions, settlements or other facts concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the other party, unless required by law or court order or in connection with enforcement of any decision in such arbitration. Any damages awarded in such arbitration shall be limited to the contract measure of damages, and shall not include punitive damages.

(o) Governing Law; Venue; Waiver of Jury Trial. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of New York without regard to choice of law principles. The Company and each Participant irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in New York County with respect to any litigation or dispute that may arise hereunder and agrees that service of process in any such litigation may be effected by certified mail, return receipt requested, which shall constitute personal service.

(p) Severability. If any provision of the Plan or any Grant Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Incentive Plan Award, or would disqualify the Plan or any Incentive Plan Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws to the extent necessary to so conform and give maximum effect to such provision, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Incentive Plan Award, such provision shall be stricken (subject to the proviso in Section 9(q) below) as to such jurisdiction, Person or Incentive Plan Award and the remainder of the Plan shall remain in full force and effect.

(q) Other Laws. The Committee may refuse to issue or transfer any Incentive Plan Award or any distribution, payment or other transfer of cash, securities or other property under a Incentive Plan Award if the Committee determines in good faith that the issuance or transfer of such other amount would violate any applicable law or regulation; provided, that, to the extent legally permitted, in the event the Committee so determines in good faith that such issuance or transfer would violate any applicable law or regulation, the Committee shall use all reasonable efforts to provide for substitute Incentive Plan Awards or an equivalent economic right to impacted Participants.

(r) No Liability. No shareholder of the Company, the Committee, the Board of Directors, or any Related Affiliate which is in existence or hereafter comes into existence shall be liable to the Participant or any other Person as to: (i) the non-issuance of an Incentive Plan Award or (ii) any tax consequence expected, but not realized, by any Participant.

(s) Non-Exclusivity of Plan. The adoption of the Plan shall not be construed as creating any limitations on the power of the Board of Directors or the Company to adopt such other incentive arrangements as any of them may deem desirable, and such arrangements may be either generally applicable or applicable only in specific cases.

(t) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. When a reference is made in the Plan to Sections, such reference shall be to a Section of to the Plan unless otherwise indicated.

(u) Effective Date. The Plan shall be effective as of 5^th February, 2018.

(v) Expiration Date. The Plan shall expire on February 4, 2028.

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

2018 MANAGEMENT INCENTIVE PLAN

UK SUB-PLAN

Adopted effective 5^th February 2018

In accordance with section 3(a)(x) of the Expro Group Holdings International Limited 2018 Management Incentive Plan (the “Plan”), the Committee has adopted this sub-plan (the “UK Sub-Plan”). The purpose of the UK Sub-Plan is to provide for alterations and amendments to the Plan in respect of its operation in the United Kingdom so as to facilitate the grant of awards thereunder to United Kingdom employees. Unless otherwise stated below, defined terms and expressions used in the UK Sub-Plan shall have the same meaning given to them in the Plan.

The provisions of the Plan shall apply to the provisions of the UK Sub-Plan except where expressly varied herein. References to Sections in the UK Sub-Plan are references to Sections of the Plan. In the event of any discrepancy between the provisions of the Plan and the provisions of the UK Sub-Plan, the provisions of the UK Sub-Plan shall take precedence.

The grant of awards to Employees in the UK will be implemented in accordance with the Rules of the Plan (as amended by this Sub-Plan) and the terms and conditions of the UK Award Agreement(s) attached as annexures to this Sub-Plan (as amended by the Committee in its absolute discretion from time to time).

Awards may be granted in accordance with such provisions as would be applicable if the provisions of the Plan were here set out in full, subject to the following modifications:

1.	Section 1 – Introduction

Section 1 shall be amended to read as follows:

SECTION 1. The purposes of this Expro Group Holdings International Limited 2018 Management Incentive Plan and the UK sub-plan (as they may be amended from time to time, the “Plan”) are to promote the interests of Expro Group Holdings International Limited, a Cayman Islands company and its Related Affiliates and subsidiaries (individually, and collectively, the “Company”) by (i) attracting and retaining top talent and (ii) increasing the interests of Participants through participation in the growth in value of the Company through the issuance of performance-based incentives.

2.	SECTION 2 – DEFINITIONS

A new definition of “Employee” shall be added to Section 2 as follows:

“Employee” means a bona fide employee of the Company, a Parent or Related Affiliate.

A new definition of “Parent” in Section 2 shall be added as follows:

“Parent” shall mean a holding company of the Company for the purposes of section 1166 of the United Kingdom Companies Act 2006. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

The definition of “Related Affiliate” in Section 2 shall be amended by the addition of the words shown underlined below:

“Related Affiliate” shall mean a business or entity that is, directly or indirectly, controlled by the Company provided that such business or entity is a subsidiary of the Company for the purposes of section 1166 of the United Kingdom Companies Act 2006. A business or entity that attains the status of a Related Affiliate on a date after the adoption of the Plan shall be considered a Related Affiliate commencing as of such date.

3.	Section 6 – ELIGIBILITY

Section 6 (Eligibility) of the Plan shall be amended to read as follows:

Section 6 (Eligibility) – Only Employees shall be eligible to participate in the Plan. For each Performance Period the Committee shall determine which Employees shall participate in the Plan. At any time, including during a Performance Period, the Committee may add additional Participants as it deems appropriate for the Performance Period.

4.	New Section 9 – FATCA

A new Section 9 shall be added as follows:

Section 9 – FATCA

By participating in the Plan, each Participant agrees to give all such assistance and representations and supply or procure to be supplied (including by way of updates) all such information and execute and deliver (or procure the execution and delivery of) all such documents that the Company requests in writing for the purpose of enabling any of the Company, a Parent, a Related Affiliate or their Employer (if different) to comply with the Foreign Account Tax Compliance Act (“FATCA”), any exchange of information agreement (“IGA”) or any similar, equivalent or related applicable laws, rules or regulations in any jurisdiction. Each Participant further agrees and authorizes any of the Company, a Parent, a Related Affiliate or their Employer (if different) to

disclose such information to any governmental authorities (including, but not limited to, Her Majesty’s Revenue & Customs in the United Kingdom and the Internal Revenue Service in the USA) if it is required to be disclosed pursuant to FATCA, any IGA or any similar, equivalent or related applicable laws, rules or regulations.

5.	New Section 10 – DATA PROTECTION

A new Section 10 shall be added as follows:

Section 10 - Data Protection

10.1 The holding and processing of data relating to Participants (including personal data) in relation to or in connection with the Plan will be in accordance with the Company’s privacy notice, a copy of which can be found [Insert link]. This will include the disclosure of such data (even outside the European Economic Area) to:

(a)

the Employer or any Related Affiliate;

(b)

any possible purchaser of the Employer or its business or any Related Affiliate or its business;

(c)

any actual or potential finance provider of the Employer or any Related Affiliate;

(d)

any shareholders in the Company, the Employer or any Related Affiliate,

(and, in each case, to the employees, directors, officers and advisers of the same).

10.2 By participating in the Plan, each Participant further agrees to give all such assistance and supply or procure to be supplied (including by way of updates) all such information and to execute and deliver (or procure the execution and delivery of) all such documents that the Company or any Related Affiliate may require to enable it to comply with the Foreign Account Tax Compliance Act (FATCA), any exchange of information agreement (IGA) or any similar, equivalent or related laws, rules or regulations in any jurisdiction. By participating in the Plan each Participant agrees and authorises the Company or any Related Affiliate to disclose such information to any governmental authorities in any jurisdiction (including HM Revenue & Customs in the UK and the Internal Revenue Service in the USA) if it is required to be disclosed pursuant to FATCA, any IGA or any similar, equivalent or related laws, rules or regulations.

6.	SECTION 9 – General Provisions

Section 9 of the Plan (General Provisions) shall become Section 11 of the Plan and all cross-references shall be construed accordingly.

AMENDMENT TO

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

2018 MANAGEMENT INCENTIVE PLAN

WHEREAS, Expro Group Holdings International Limited (“Expro”) has historically maintained the Expro Group Holdings International Limited 2018 Management Incentive Plan, including the UK Sub-Plan (collectively, the “Plan”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger by and among Frank’s International N.V. (the “Company”), New Eagle Holdings Limited, a direct wholly owned subsidiary of the Company (“Merger Sub”), and Expro, date as of March 10, 2021 (the “Merger Agreement”), Expro shall merge with and into Merger Sub, with Merger Sub continuing as the surviving company and wholly owned subsidiary of the Company (the “Merger”) and the Company will be renamed to Expro Group Holdings N.V.;

WHEREAS, in connection with the consummation of the Merger, outstanding Stock Options and Restricted Stock Units (each as defined in the Plan) will be assumed by the Company in accordance with the terms of the Merger Agreement but remain subject to the terms and conditions of the Plan; and

WHEREAS, in connection with the assumption of the Stock Options and Restricted Stock Units, the Plan will be assumed by the Company.

NOW, THEREFORE, effective as of the Effective Time (as defined in the Merger Agreement):

1.	References in the Plan to the “Company” shall be deemed to be refer to Expro Group Holdings N.V., a limited liability company organized in the Netherlands.

2.	References in the Plan to “Common Stock” shall be deemed to refer to common stock, nominal value of €0.06 per share, of Expro Group Holdings N.V.

3.	All capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Plan. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Expro Group Holdings International Limited 2018 Management Incentive Plan as of the Effective Time.

EXPRO GROUP HOLDINGS N.V.

By: /s/ John McAlister

Name: John McAlister

Title: General Counsel and Secretary

SIGNATURE PAGE TO

AMENDMENT TO THE

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

2018 MANAGEMENT INCENTIVE PLAN

Exhibit 99.3

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

2018 MANAGEMENT INCENTIVE PLAN

NOTICE OF [NON-EXECUTIVE DIRECTOR] STOCK OPTION AWARD [FOR UK EMPLOYEES]

[(NON-LEAD HOLDER DIRECTOR)]

Participant Name and Address:

[NAME]

[ADDRESS]

You (the “Participant”) have been granted Options to purchase shares of Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), [the UK sub-plan to] the Expro Group Holdings International Limited 2018 Management Incentive Plan (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.


Date of Grant:
Vesting Commencement Date:
Number of Shares Subject to the Options (the “Shares”):		____________ Performance-Contingent Options ____________ Time-Based Options
Exercise Price per Share:
Expiration Date:
Type of Option:		Non-Qualified Stock Options
Vesting of Time-Based Options:
Vesting of Performance-Contingent Options:
IRR Thresholds:
Exercisability:

IN WITNESS WHEREOF, the Company and the Participant have executed this Notice and agree that the Option is to be governed by the terms and conditions of this Notice, the Plan, and the Option Agreement.


EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

By:
Name:
Title:

THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT [THIS OPTION IS GRANTED IN CONNECTION WITH EMPLOYMENT (AND NOT ANY OTHER OFFICE) AND] NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE PARTICIPANT’S EMPLOYMENT WITH [OR SERVICE TO] THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY TO TERMINATE THE PARTICIPANT’S EMPLOYMENT WITH [OR SERVICE TO] THE COMPANY [IN ACCORDANCE WITH THE TERMS OF THE PARTICIPANT’S CONTRACT OF EMPLOYMENT][, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE PARTICIPANT ACKNOWLEDGES THAT UNLESS THE PARTICIPANT HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE PARTICIPANT’S STATUS IS AT WILL].

The Participant acknowledges receipt of a copy of the Plan and the Option Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions hereof and thereof. The Participant has reviewed this Notice, the Plan, and the Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Option Agreement. The Participant hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Option Agreement shall be resolved by the Committee in accordance with Section 15 of the Option Agreement. The Participant further agrees to the venue selection in accordance with Section 16 of the Option Agreement. The Participant further agrees to notify the Company upon any change in the residence address indicated in this Notice.


Dated: ______________________		Signed:
		Participant

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

2018 MANAGEMENT INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT [FOR UK EMPLOYEES]

1. Grant of Option. Expro Group Holdings International Limited, a Cayman Islands company (the “Company”), hereby grants to the Participant (the “Participant”) named in the Notice of Stock Option Award (the “Notice”), options (the “Options”) to purchase the Total Number of Shares Subject to the Option (the “Shares”) set forth in the Notice, at the Exercise Price per Share set forth in the Notice (the “Exercise Price”) subject to the terms and provisions of the Notice, this Stock Option Award Agreement (this “Option Agreement”) and the [UK sub-plan to] the Company’s 2018 Management Incentive Plan (the “Plan”), which are incorporated herein by reference. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.

2. Exercise of Options.

(a) The Options shall be exercisable during the term in accordance with the Exercisability set out in the Notice and with the applicable provisions of the Plan and this Option Agreement. Vested Options will become exercisable on the first to occur of the consummation of a Sale Transaction and a Public Offering.

(b) The Options shall be exercisable in a manner and pursuant to such procedures as the Committee may determine, which may include the delivery of an exercise notice in a form to be approved by the Committee [and shall (unless the Committee determines otherwise) include delivery of the Tax Election (as defined in section 12(c) below)].

(c) Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant: (i) cash; (ii) check; (iii) by reduction in the number of shares otherwise deliverable upon such exercise of this Option with a Fair Market Value equal to the aggregate Exercise Price at the time of such exercise; or (iv) subject to consent of the Company at the time of exercise, surrender of other Shares which (A) shall be valued at its Fair Market Value on the date of exercise, and (B) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Company.

3. Vesting Schedule. Except as specifically provided in Sections 4 and 5 below, the Options awarded by the Notice and this Option Agreement will vest in accordance with the “Vesting Schedule” set forth in the Notice.

4. Liquidity Events.

(a) Sale Transaction. Upon the consummation of a Sale Transaction [in which the consideration comprises cash], all Options are deemed to vest and be exercised automatically [; provided, however, the vesting of Performance-Contingent Options depends on the extent to which IRR Thresholds are achieved (as determined by the Committee); provided, further, that] Upon the consummation of a Sale Transaction in which the consideration includes securities of the acquiring entity (the “Acquiror”), [vested options will be deemed exercisable and,] at the discretion of the Acquiror, (i) such vested Options may be [deemed exercised or converted][exchanged] pro rata into such securities of the Acquiror or settled in cash and (ii) such unvested Options may be [deemed vested and exercised or converted][exchanged] pro rata into options to purchase such securities of the Acquiror with similar vesting provisions as the original

Options (excluding, for the avoidance of doubt, the requirement to achieve a Sale Transaction or Public Offering) (“Acquiror Options”) or settled in cash. Notwithstanding the foregoing, if at any time following the consummation of a Sale Transaction in which Participant receives Acquiror Options, Oak Hill Advisors L.P. and its affiliates (collectively, “Oak Hill”) no longer beneficially own, or manage funds that beneficially own, at least 50% of the shares of Common Stock beneficially owned by Oak Hill or its managed funds as of immediately prior to the consummation of such Sale Transaction, all Acquiror Options shall vest.

(b) Public Offering. Upon the occurrence of a Public Offering, vested Options will be deemed exercisable[, subject to applicable lock up provisions], and unvested Options will continue to vest on their existing terms (excluding, for the avoidance of doubt, the requirement to achieve a Sale Transaction or Public Offering). [The Committee shall calculate IRR Thresholds for all Performance-Contingent Options on the 30-day volume weighted average price of the Common Stock: (i) immediately following the Public Offering; (ii) on the 6 month anniversary following the Public Offering, (iii) on the 12 month anniversary following the Public Offering; and (iv) on the 18 month anniversary following the Public Offering (each of (i) to (iv) being a “Test Date”). On each Test Date (other than the first Test Date), any Performance Contingent Options that did not meet the maximum IRR Threshold on the previous Test Date shall be re-tested. For the avoidance of doubt, when a Participant’s Performance-Contingent Options vest on the applicable anniversary of the Vesting Commencement Date following a Public Offering, the options shall be deemed vested at the highest IRR Threshold achieved under (i)-(iv) above, regardless of whether the time-based requirement of such options had been satisfied at time of the IRR Threshold calculation, provided that the options shall not vest or be exercisable until the time-based requirement is satisfied.] If at any time following a Public Offering, Oak Hill no longer beneficially owns, or manages funds that beneficially own, at least 50% of the shares of Common Stock beneficially owned by Oak Hill or its managed funds as of immediately prior to the Public Offering, all Options shall vest [(subject to achievement of IRR Thresholds for Performance-Contingent Options)].

5. Termination of Service.

(a) Termination for Cause [or Resignation other than for Good Reason]. If Participant’s [service][employment] is terminated [by the Company] for Cause, then all Options will be forfeited[; if Participant resigns his or her employment with the Company other than for Good Reason before the consummation of a Sale Transaction or Public Offering, any vested Time-Based Options will remain in effect and any unvested Time-Based Options and Performance-Contingent Options will be forfeited; if Participant resigns his or her employment with the Company other than for Good Reason after the consummation of a Sale Transaction or a Public Offering, then any vested Options (whether Time-Based Options or Performance-Contingent Options) will remain in effect and only unvested Options will be forfeited. For the avoidance of doubt, vested Options cannot be exercised until a Liquidity Event].

(b) Termination for Other than for Cause or Resignation [for Good Reason]. If Participant’s [service][employment] is terminated [by the Company] other than for Cause (including for death or Disability), or Participant resigns [from] his or her [position(s)][employment] with the Company for [any reason][Good Reason], then any vested Options will remain in effect and only unvested Options will be forfeited[; provided, however, if Participant’s termination or resignation date (as applicable) is within three months prior to the consummation of a Sale Transaction or a Public Offering, all Options will be treated as though the Participant remainder continuously employed by the Company through such event; provided, further, if a Participant’s termination or resignation date is within 18 months after the consummation of a Sale Transaction, all Acquiror Options shall vest]. [Such vested Options will become exercisable on the first to occur of the consummation of a Sale Transaction and a Public Offering.]

(c) [Without prejudice to the generality of the foregoing, if the Participant’s service or employment is terminated for whatever reason (including, for the avoidance of doubt, in breach of contract) the Participant shall not be entitled to any compensation for loss of any right or benefit or prospective right or benefit under this Agreement or the Plan which the Participant might otherwise have enjoyed or for the lapse of any such right or benefit, whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever and the Participant hereby irrevocably waives any such right.]

6. Transferability of Options. Unless determined otherwise by the Committee, the Options may not be sold, pledged, assigned, hypothecated, or otherwise transferred by Participant in any manner other than by will or by the laws of descent and distribution. During the lifetime of Participant, the Options will be exercisable only by Participant or his or her legal representative.

7. Participant’s Representations. The Participant understands that neither the Option nor the Shares exercisable pursuant to the Option have been registered under the Securities Act of 1933, as amended or any United States securities laws.

8. Term of Option. The Option must be exercised no later than the Expiration Date set forth in the Notice or such earlier date as otherwise provided herein. After the Expiration Date or such earlier date, the Option shall be of no further force or effect and may not be exercised.

9. Stop-Transfer Notices. In order to ensure compliance with the restrictions on transfer set forth in this Option Agreement, the Notice or the Plan, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

10. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Option Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

11. Market Standoff Agreement. Participant agrees that in connection with any registration of the Company’s securities that, upon the request of the Company or the underwriters managing any Public Offering, Participant will not sell or otherwise dispose of any Shares without the prior written consent of the Company or such underwriters, as the case may be, for such reasonable period of time after the effective date of such registration as may be requested by such managing underwriters and subject to all restrictions as the Company or the underwriters may specify. Participant will enter into any agreement reasonably required by the underwriters to implement the foregoing. [In a Public Offering, Participant will have the opportunity to exercise Options vesting in connection with the Public Offering and to sell the underlying Shares in the Public Offering, up to the amount of any tax [or employee National Insurance contributions] required to be paid by Participant by law in connection with the [exercise of the Options and/or] Public Offering.]

12. Tax Consequences.

(a) The Participant may incur [a] tax [and/or National Insurance contributions] liability as a result of the Participant’s [exercise of the Options, or the] purchase or disposition of the Shares. THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

(b) Notwithstanding the Company’s good faith determination of the Fair Market Value of the Common Stock for purposes of determining the Exercise Price Per Share of the Option as set forth in the Notice, the taxing authorities may assert that the Fair Market Value of the Common Stock on the Date of Grant was greater than the Exercise Price Per Share. The Company makes no representation that the Option will comply with Section 409A of the Code and makes no undertaking to prevent Sections 409A or 457A of the Code from applying to the Option or to mitigate its effects on any deferrals or payments made in respect of the Option. The Participant is encouraged to consult a tax adviser regarding the potential impact of Sections 409A or 457A of the Code.

(c) [Unless the Committee determines otherwise in its absolute discretion, the exercise of the Options shall be granted conditional upon the Participant completing and returning a duly executed tax election under section 431 election of the UK Income Tax (Earnings and Pensions) Act 2003 in such form as is approved by the Company (the “Tax Election”), in order to disapply any restrictions attaching to the Shares for UK tax purposes.]

13. Entire Agreement; Severability. The Notice, the Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and the Participant. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail. Nothing in the Notice, the Plan and this Option Agreement (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. Should any provision of the Notice, the Plan or this Option Agreement be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

14. Construction. The captions used in the Notice and this Option Agreement are inserted for convenience and shall not be deemed a part of the Option for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

15. Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this Option Agreement shall be submitted by the Participant or by the Company to the Committee. The resolution of such question or dispute by the Committee shall be final and binding on all persons.

16. Governing Law; Venue. The Notice, the Plan and this Option Agreement are to be construed in accordance with and governed by the laws of the State of New York without regard to choice of law principles. The Company and the Participant agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Option Agreement shall be brought in the courts located in New York County and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 16 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

17. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States) [or its UK equivalent], with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party.

18. Counterparts. The Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

19. Conflicts. In the event of a conflict or inconsistency between the terms and conditions of this Option Agreement and a written [employment] agreement between the Company and the Participant, the terms and conditions of such [employment] agreement shall control.

20. [Data Protection.

(a) The holding and processing of data relating to you (including personal data) in relation to or in connection with the Options and/or your holding of the Shares will be in accordance with the Company’s privacy notice. This will include the disclosure of such data (even outside the European Economic Area) to:

(i)

your Employer or any Related Affiliate;

(ii)

any possible purchaser of your Employer or its business or any Related Affiliate or its business

(iii)

any actual or potential finance provider of your Employer or any Related Affiliate;

(iv)

any shareholders in the Company, your Employer or any Related Affiliate,

(and, in each case, to the employees, directors, officers and advisers of the same).

(b) You further agree to give all such assistance and supply or procure to be supplied (including by way of updates) all such information and to execute and deliver (or procure the execution and delivery of) all such documents that the Company or any Related Affiliate may require to enable it to comply with the Foreign Account Tax Compliance Act (FATCA), any exchange of information agreement (IGA) or any similar, equivalent or related laws, rules or regulations in any jurisdiction. You agree and authorise the Company or any Related Affiliate to disclose such information to any governmental authorities in any jurisdiction (including HM Revenue & Customs in the UK and the Internal Revenue Service in the USA) if it is required to be disclosed pursuant to FATCA, any IGA or any similar, equivalent or related laws, rules or regulations.]

Exhibit 99.4

EXPRO GROUP HOLDINGS N.V.

INDUCEMENT AWARD

EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibit A and Exhibit B, if applicable (this “Agreement”), evidences an award made as of the 1st day of October 2021 (the “Date of Grant”), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the “Company”), and ____________________________ (the “Employee”). The Company and Employee may be referred to individually as “Party,” and/or collectively as the “Parties.”

1. The Grant. Subject to the conditions set forth below, the Company hereby awards to Employee, effective as of the Date of Grant, an award consisting of an aggregate number of ________________ restricted stock units (the “Restricted Stock Units” or “RSUs”), whereby each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, par value €0.06 per share (“Common Stock”), plus the potential rights to Dividend Equivalents set forth in Section 3(e) hereof, in accordance with the terms and conditions set forth herein and in the Plan (the “Award”). The Award is an inducement material to Employee’s entry into employment within the meaning of New York Stock Exchange Rule 303A.08. The Award is granted outside of the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated (the “Plan”), but shall be subject to terms and conditions substantially identical to the terms and conditions set forth in the Plan as if the Award were a restricted stock unit award granted under the Plan. Unless provided otherwise herein, the terms and conditions of the Plan applicable to an award of restricted stock units granted under the Plan are incorporated herein by this reference and made a part of this Agreement.

2. Definitions. Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below:

(a) “Cause” shall mean a determination by the Company or its employing affiliate (the “Employer”) that Employee (i) has engaged in gross negligence, incompetence, or misconduct in the performance of his or her duties with respect to the Employer or any of its affiliates; (ii) has failed to materially perform Employee’s duties and responsibilities to the Employer or any of its affiliates; (iii) has breached any material provision of this Agreement or any written agreement or corporate policy or code of conduct established by the Employer or any of its affiliates; (iv) has engaged in conduct that is, or could reasonably expected to be, materially injurious to the Employer or any of its affiliates; (v) has committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Employer or any of its affiliates; or (vi) has been convicted of, pleaded no contest to, or received adjudicated probation or deferred adjudication in connection with a crime involving fraud, dishonesty, or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).

(b) “CIC Severance Plan” shall mean the Company’s Amended and Restated U.S. Executive Change-In-Control Severance Plan adopted on January 21, 2019, and any amendments or restatements of this plan.

(c) “Disability” shall have the meaning set forth in any written employment or consulting agreement between the Employer and Employee. If Employee is not party to such an agreement that defines these terms, then for purposes of this Agreement, “Disability” shall mean Employee being unable to perform Employee’s duties or fulfill Employee’s obligations under the terms of his or her employment by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months as determined by the Employer and certified in writing by a competent medical physician selected by the Employer.

(d) “Forfeiture Restrictions” shall have the meaning specified in Section 3(a) hereof.

(e) “Involuntary Termination” shall mean a termination of Employee’s employment by the Company or an affiliate for a reason other than for Cause.

(f) “Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended.

(g) “Special Vesting Agreement” means an agreement in which the Company, in its sole discretion, elects to permit some or all of Employee’s RSUs to continue vesting following Employee’s employment with the Company or with an affiliate, as applicable, in exchange for Employee’s strict compliance with designated post-termination conditions, as determined by the Company pursuant to a written agreement executed at the time the Participant’s termination of employment occurs.

3. Restricted Stock Units. By acceptance of this Restricted Stock Unit award, Employee agrees with respect thereto as follows:

(a) Forfeiture Restrictions. The Restricted Stock Units are restricted in that they may not be sold, assigned, pledged, exchanged, hypothecated, or otherwise alienated or transferred, encumbered, or disposed of, and in the event of termination of Employee’s employment or service with the Company for any reason other than death or Disability, or, to the extent provided in Section 3(c) below, on account of an Involuntary Termination, Employee shall, for no consideration, forfeit to the Company all Restricted Stock Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Stock Units to the Company upon termination of employment or services as provided in this Section 3(a) are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Stock Units.

(b) Lapse of Forfeiture Restrictions (Vesting). Provided that Employee has been continuously employed by the Company from the Date of Grant through the scheduled “Lapse (Vesting) Date” set forth in the following schedule, and in compliance with Exhibit A and all other agreements or obligations to the Company, the Forfeiture Restrictions shall lapse, and the Restricted Stock Units will vest, with respect to a percentage of the Restricted Stock Units determined in accordance with the following schedule:


Lapse (Vesting) Date	Percentage of Total Number of RSUs as to Which Forfeiture Restrictions Lapse
February 22, 2023		33-1/3	%
February 22, 2024		33-1/3	%
February 22, 2025		33-1/3	%

Except as provided in Subsection 3(c) below, the Company will issue one share of Common Stock to Employee on the date each RSU is scheduled to become vested under this Section 3(b). Any Restricted Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) (and any associated unvested dividend equivalents) shall be forfeited to the Company for no consideration as of the date of the termination of Employee’s employment with the Company.

(1) Death. If Employee’s employment with the Company is terminated by reason of death, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units effective on the date such death occurs and Employee’s RSUs shall be settled in the manner provided under Section 3(d) below.

(2) Disability. If Employee’s employment with the Company is terminated by reason of Disability, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units effective as of the date of Employee’s “separation from service” (as defined under the Section 409A) and Employee’s RSU’s shall be settled in the manner provided under Section 3(d) below on the dates such awards were scheduled to become vested under Section 3(b) above.

(3) Change in Control. If a Change in Control occurs and Employee is a participant in the CIC Severance Plan, then the terms of Section 3 of such plan are hereby incorporated by reference into this Agreement. If Employee is not a participant in the CIC Severance Plan and his or her employment with the Company is terminated during the twenty-four (24) month period immediately following the date the Change in Control occurs due to an Involuntary Termination, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units effective as of the date of Employee’s “separation from service” (as defined under the Section 409A) and Employee’s RSUs shall be settled in the manner provided under Section 3(d) below.

(4) Involuntary Termination. If Employee’s employment with the Company is terminated due to an Involuntary Termination, then Company may, in its complete discretion, elect to enter into a Special Vesting Agreement with Employee pursuant to which the Forfeiture Restrictions shall not lapse upon such termination of employment, but instead this Award shall continue to remain outstanding and Employee will be treated, solely for purposes of satisfying the requirements for a lapse of Forfeiture Restrictions under Section 3(b), as continuing in the employment of the Company throughout the period during which he or she continuously satisfies the obligations set forth in Exhibit A attached hereto and incorporated herein by reference as part of this Agreement. As further condition to receiving any Special Vesting Agreement, Employee shall provide a release of all claims against the Company in a form acceptable to the Company, upon entering the Special Vesting Agreement, as well as upon the last date on which the Forfeiture Restrictions lapse, and also Employee must continuously comply with any other obligations to, or agreements with, the Company.

(d) Payments. Subject to compliance with all terms of this Agreement and Exhibit A, as soon as reasonably practicable after (i) each scheduled Lapse (Vesting) Date with respect to the specified number of Restricted Stock Units as provided in Section 3(b) hereof (but in no event later than the end of the calendar year in which the Forfeiture Restrictions so lapse), (ii) the date of Employee’s death, or (iii) to the extent provided in Section 3(c)(4), the date Employee is Involuntarily Terminated, the Company shall cause to be issued to Employee with respect to each share of Common Stock covered by each such Restricted Stock Unit one share of Common Stock registered in Employee’s name. The Company shall deliver the shares of Common Stock in book-entry form, with such legends or restrictions thereon as the Committee may determine to be necessary or advisable in order to comply with applicable securities laws. Employee shall complete and sign any documents and take any additional action that the Company may request to enable it to deliver shares of Common Stock on Employee’s behalf. In the event that all or part of the Restricted Stock Units granted pursuant to this Agreement provides for a deferral of compensation within the meaning of the Section 409A, it is the general intention, but not the obligation, of the Company to design this Award to comply with the Section 409A and such Award should be interpreted accordingly. Notwithstanding anything to the contrary contained herein, in the event that Employee is a “specified employee” (as defined under the Section 409A) when Employee becomes entitled to a payment or settlement under the Award which is subject to the Section 409A on account of a “separation from service” (as defined under the Section 409A), to the extent required by the Code, such payment shall not occur until

the date that is six (6) months plus one (1) day from the date of such separation from service. Any amount that is otherwise payable within the six (6) month period described herein will be aggregated and paid in a lump sum without interest. Further, for purposes of the Section 409A, each payment or settlement of any portion of the Restricted Stock Units under this Agreement shall be treated as a separate payment of compensation.

(e) Dividend Equivalents. In the event the Company declares and pays a dividend in respect of its outstanding shares of Common Stock and, on the record date for such dividend, Employee holds Restricted Stock Units granted pursuant to this Agreement that have become vested pursuant to Section 3(c) hereof and have not been settled in accordance with Section 3(d) hereof, Employee shall be entitled to receive a payment, subject to compliance with all terms of this Agreement as well as Section 4 hereof, in respect of the number of shares of Common Stock relating to such vested Restricted Stock Units, with such Dividend Equivalent payment being made in the amount and form that such payment would have been made if, as of such record date, Employee actually held the underlying shares of Common Stock related to the portion of the vested Restricted Stock Units that have not been settled or forfeited as of such record date. Such Dividend Equivalent payment shall be made commensurate with the date the Company pays such dividend in respect of its outstanding shares of Common Stock (however, in no event shall the Dividend Equivalents be paid later than the earlier of thirty (30) days following, or the end of the calendar year that includes, the date on which the Company pays such dividends to its shareholders generally).

(f) Restrictive Covenants. Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees, in his or her capacity as an employee and equity holder in the Company, to the provisions of Exhibit A to this Agreement. Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Exhibit A or any other similar obligations Employee has towards the Company under applicable law or other agreements (which includes any attempt to have any provision in Exhibit A or other similar obligations of Employee declared overbroad or unenforceable) (a “Restrictive Covenant Violation”) would be available but inadequate and the Company would suffer irreparable damages as a result of such a Restrictive Covenant Violation. In recognition of this fact, Employee agrees that, in the event of a Restrictive Covenant Violation, in addition to any remedies available to the Company under law, including damages and attorneys’ fees, remedies available the Company, without posting any bond, shall be to (i) cease making any dividend or other payments or providing any benefit otherwise required by this Agreement; (ii) terminate future vesting and cause forfeiture of all vested and unvested RSUs and Common Stock issued or issuable under this Agreement without consideration, (iii) cause forfeiture of the gross value of the Common Stock issued to Employee in the one (1) year period prior to the Restrictive Covenant Violation (determined as of the date such Common Stock was issued to Employee and using the Fair Market Value (as defined in the Plan) of the Common Stock on that date), (iv) receive repayment of any cash payments made to Employee with respect to the RSUs during the prior twelve (12) month period, (v) obtain a temporary restraining order, temporary or permanent injunction or (vi) specific performance or any other equitable remedy which may then be available.

(g) Corporate Acts. The existence of the Restricted Stock Units shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange, or other disposition of all or any part of its assets or business, or any other corporate act or proceeding.

Employee fails to do so (or if Employee instructs the Company to withhold cash or Common Stock to meet such obligation), the Company shall withhold from any cash or Common Stock remuneration (including withholding any shares of the Common Stock distributable to Employee under this Agreement) then or thereafter payable to Employee, any tax required to be withheld by reason of such resulting compensation income or wages. The Company is making no representation or warranty as to the tax consequences to Employee as a result of the receipt of the Restricted Stock Units, the treatment of dividend equivalents, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions.

5. No Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle Employee to any rights of a holder of Common Stock prior to the date that shares of Common Stock are issued to Employee in settlement of the Award. Employee’s rights with respect to the Restricted Stock Units shall remain forfeitable as stated in this Agreement.

6. Clawback. Notwithstanding any provisions in the Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of the Common Stock delivered hereunder), whether in the form of cash or otherwise, shall be subject to a clawback (i) to the extent necessary to comply with the requirements of any applicable law, including but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, section 304 of the Sarbanes Oxley Act of 2002 or any regulations promulgated thereunder; (ii) to the extent provided by any policy or procedure adopted by the Company or any individual agreement between Employee and the Company; or (iii) pursuant to the terms of this Agreement in the event of a Restrictive Covenant Violation.

7. Employment Relationship. For purposes of this Agreement (except as otherwise provided in Section 3(c)(4) hereof), Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company or a Subsidiary. Without limiting the scope of the preceding sentence, it is specifically provided that Employee shall be considered to have terminated employment or service with the Company at the time of the termination of the “Subsidiary” status of the entity or other organization that employs or engages Employee. Nothing in this Award shall confer upon Employee the right to continued employment by or service with the Company or affect in any way the right of the Company to terminate such employment or service at any time. Unless otherwise provided in a written employment or consulting agreement or by applicable law, Employee’s employment by or service with the Company shall be on an at-will basis, and the employment or service relationship may be terminated at any time by either Employee or the Company for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of such employment or service, and the cause of such termination, shall be determined by the Committee or its delegate, in its sole discretion, and its determination shall be final.

8. Notices. Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Employee, such notices or communications shall be effectively delivered if hand delivered to Employee at Employee’s principal place of employment or if sent by registered or certified mail or other mail delivery method that provides a receipt, to Employee at the last address Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered if sent by registered or certified mail or other mail delivery service that provides a receipt, to the General Counsel of Company at its principal executive offices.

9. Entire Agreement; Amendment. This Agreement (including Exhibit A and, if applicable, Exhibit B) and the documents incorporated by reference herein replace and merge all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company and constitute the entire agreement between Employee and the Company with respect to the subject matter of this Agreement, except as otherwise provided herein. This Agreement, including Exhibit A and, if applicable, Exhibit B, may not be modified in any respect by any verbal statement, representation, or agreement made by any employee, officer, or representative of the Company or by any written agreement

unless signed by an officer of the Company who is expressly authorized by the Company to execute such document. The foregoing notwithstanding, this Agreement does not modify or replace in any way any obligations Employee has to the Company or its related entities, under any agreement or applicable law, for non-disclosure, non-competition, non-solicitation, or non-interference.

10. Severability. If any part of this Agreement, including Exhibit A and, if applicable, Exhibit B, is found to be unenforceable by a court of competent jurisdiction, then such unenforceable portion will be modified to be enforceable, or severed from this Agreement if it cannot be modified, and such modification or severance shall have no effect upon the remaining portions of this Agreement and Exhibit A and, if applicable, Exhibit B which shall remain in full force and effect.

11. No Waiver. No failure by either Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude insistence upon strict compliance in the future.

12. Binding Effect; Survival. The provisions of Sections 3(f) and 6, and Exhibit A shall survive the lapse of the Forfeiture Restrictions without forfeiture. This Agreement and Exhibit A and, if applicable, Exhibit B shall be binding upon and shall inure to the benefit of the Company, and automatically to any other person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employee’s obligations under this Agreement and Exhibit A and, if applicable, Exhibit B are personal and such obligations of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred by Employee without the prior written consent of the Company.

13. Governing Law/Forum/Jury Waiver. The Parties agree and acknowledge that this Agreement and Exhibit A and, if applicable, Exhibit B shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles. With respect to any claim or dispute arising out of or related to this Agreement, Exhibit A or, if applicable, Exhibit B, the Parties hereby consent to the exclusive jurisdiction, forum, and venue of the state and federal courts located in Harris County, Texas, unless another forum or venue is required by law. Both the Company and Employee agree to waive a trial by jury of any or all issues arising under or connected with this Agreement, Exhibit A or, if applicable, Exhibit B, and consent to trial by the judge.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.


EXPRO GROUP HOLDINGS N.V.



By:
		Name:
		Title:



EMPLOYEE



By:



Print Name:

SIGNATURE PAGE TO

INDUCEMENT AWARD

EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT

EXHIBIT A¹

U.S. EMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT

AGREEMENT

This U.S. Employee Confidentiality and Restrictive Covenant Agreement (“Agreement”) is made and entered as of the _____ day of _______________, between __________________ (“Employee”) and Expro Americas, LLC (the “Company”) and for the benefit of the Company, Expro Group Holdings N.V. and their subsidiary and affiliated companies (collectively referred to as the “Company Group”). The Company and Employee may be referred to individually as “Party,” and/or collectively as the “Parties.” The Parties agree as follows:

1. Company Promise to Provide Access to Company Group Confidential Information and Goodwill. Employee recognizes that the Company Group has made significant investments of time and resources in establishing substantial relationships with the Company Group’s employees and Company Relationships (defined below) including existing and prospective customers, suppliers, contractors, sub-contractors, and other business relationships and developing the Company Group’s reputation and goodwill. Employee further recognizes that the Company Group has further invested valuable time and resources to obtain and develop and protect the Company Group’s proprietary business information, trade secrets, know-how, and other Confidential Information (defined below). The protection of Confidential Information and Company Relationships is vital to the interests of the Company Group.

1.1. In exchange for Employee’s promises made in this Agreement, the Company promises to provide to Employee, consistent with Employee’s position, access to certain information regarding the business and activities of the Company Group. Employee acknowledges that he/she will have access to Confidential Information as well as Company Relationships while employed by the Company, including without limitation, any information and goodwill obtained by Employee during the course of Employee’s employment with the Company, concerning the business or affairs of the Company Group or that of its customers, suppliers, contractors, subcontractors, agents or representatives.

1.2. “Confidential Information” includes any information about the Company Group that has not been intentionally publicly disclosed by the Company Group. Confidential Information likewise includes all information provided to the Company Group by its customers, suppliers, contractors, subcontractors, business partners, joint venturers, agents or representatives which has not been intentionally publicly disclosed by these persons or entities. While Employee is obligated to comply with all non-disclosure requirements in place with the Company Group’s customers, suppliers, contractors, subcontractors, business partners, joint venturers, agents or representatives, the obligations under this Agreement are broader and apply to any non-public information the Company Group or Employee receives from or has access to regarding these third parties, regardless of whether the Company Group is contractually obligated to a third party to keep such information confidential. Confidential Information includes, without limitation, information relating to the services, products, policies, practices, pricing, costs, suppliers, vendors, methods, processes, techniques, finances, administration, employees, devices, trade secrets and operations of the Company Group, any inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, work of authorship, documentation, formula, data, technique, technology, know-how, secret or intellectual property right by any Company Group employee, Company Group customers or potential customers, marketing, sales activities, development programs, promotions, manufacturing, machining, drawings, future and current plans regarding business and customers, e-mails, notes, manufacturing documents, engineering documents, formulas, financial statements, bids, project reports, handling documentation, machinery and compositions, all financial data

¹	Included for U.S. recipients.

relating to the Company Group, business methods, accounting and tracking methods, books, inventory handling procedure, credit, credit procedures, indebtedness, financing procedures, investments, trading, shipping, production, processing, welding, fabricating, assembling, renting, domestic and foreign operations, customer and vendor and supplier lists, data storage in any medium (electronic or hard copy) contact information, lab reports, lab work, and any data or materials used in and created during the development of any of the aforementioned materials or processes.

2. Employee Promise Not to Disclose Confidential Information. Employee acknowledges that this Confidential Information is confidential, proprietary, not known outside of the Company Group’s business, valuable, special and/or a unique asset of the Company Group which belongs to the Company Group and gives the Company Group a competitive advantage. If this Confidential Information were disclosed to third parties or used by third parties and/or Employee, such disclosure or use would seriously and irreparably damage the Company Group and cause the loss of certain competitive advantages. Employee promises he/she has not and will not disclose in any way, or use for Employee’s own benefit or for the benefit of anyone besides the Company Group, the Confidential Information described above and obtained by Employee as part of his/her employment with the Company. Employee acknowledges that this promise of non-disclosure and non-use continues indefinitely and specifically does not expire at the end of Employee’s employment with the Company. This Section does not apply to or in any way restrict or impede Employee from any communications with government agencies as stated below, or complying with any applicable law or court order, or exercising whistleblower or other protected non-waivable legal rights.

3. Non-Disparagement. Employee agrees that he/she shall not at any time make, publish, or communicate to any person or entity or in any public forum, any defamatory or disparaging remarks, comments, or statements concerning the Company Group or its businesses, business practices, or any of its employees or officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section does not apply to or in any way restrict or impede Employee from any communications with government agencies as stated below, or complying with any applicable law or court order, or exercising whistleblower or other protected non-waivable legal rights.

4. Non-Competition/Non-Solicitation/Non-Interference. Employee acknowledges that the highly competitive nature of the Company’s business, Employee’s position with the Company, and the Confidential Information, Company Relationships, training, and goodwill provided to Employee during his/her employment with the Company, support Employee’s promises not to compete with the Company, and not to solicit or interfere with the Company’s relationships with its customers and employees as stated below in the rest of this Section 4, during Employee’s employment with the Company and for 12 months following Employee’s separation from the Company (the “Restricted Period”) regardless of the reason for the separation, within the Restricted Area. For purposes of this Agreement, “Restricted Area,” is defined as follows: (a) the cities of Houston, Texas; Odessa, Texas; Midland, Texas; Aberdeen, Scotland; London, England; Stavanger, Norway; Oslo, Norway; Dubai, United Arab Emirates; Kuala Lumpur, Malaysia; and Singapore, (b) the geographic areas within a 50-mile radius of each of the foregoing cities, and (c) the Louisiana parishes of Iberia, Lafayette and Terrebonne.

4.1. Non-Competition. During the Restricted Period and in the Restricted Area, Employee will not engage in or carry on, directly or indirectly, a business similar to and competitive with the business of the Company or any other member of the Company Group for which Executive performs services, including any business engaged in: (i) well construction, well intervention integrity, subsea well access, well flow management and production solutions similar to those divisions of the Company Group that engage in such activities, (ii) the business conducted by any other Company Group divisions in operation during the Employment Term for which Executive has direct or indirect responsibility, and (iii) any other business involving the Company Group’s current and planned (future) business, bids, projects, contracts, and Company Relationships (the “Competing Business”). Accordingly, during the Restricted

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Period and in the Restricted Area, Employee will not, directly or indirectly, own, manage, operate, join, become employed or engaged by, partner in, control, participate in, be connected with, loan money or sell or lease equipment or property to, or otherwise be affiliated with any Competing Business. For further clarity, Competing Business shall include the design, sales, marketing, fabrication, installation, provision, rental, repair, or manufacturing of products or services similar to or functionally equivalent to those designed, sold, installed, repaired, fabricated, manufactured, produced, provided, rented, marketed or licensed by the Company. The foregoing notwithstanding, Employee may own less than 2% of the outstanding stock of any class for a Competing Business which sells its stock on a national securities exchange and if Employee is not involved in the management of such Competing Business. Further, Competing Business and Restricted Area, as defined above, shall not include any geographic areas, services, or products of the Company in which Employee had no responsibility, no involvement, and about which he/she had no access to Confidential Information or Company Relationships during the last 12 months of Employee’s employment with the Company.

4.2. Non-Solicitation/Non-Interference of Employees/Contractors. During the Restricted Period and in the Restricted Area, Employee further agrees that he/she will not, directly or indirectly, interfere with the Company’s relationship with, solicit or hire or otherwise encourage to change or leave their employment or contractor position with the Company, any person currently employed by or engaged as a contractor to the Company, and who was employed by or engaged by the Company during Employee’s employment with the Company. This restriction shall not include any current or potential employee or contractor of the Company for whom Employee had no responsibility, no involvement, and about whom he/she had no access to Confidential Information during his/her employment with the Company. This restriction does not apply to postings and advertisements regarding job opportunities which are made available to the public and are not directed specifically toward Company employees or contractors.

4.3. Non-Solicitation/Non-Interference of Customers, Vendors, Suppliers. During the Restricted Period and in the Restricted Area, Employee further agrees that he/she will not, directly or indirectly, solicit business of a similar nature to that provided by the Company from any customer of the Company, nor encourage or otherwise cause any current or potential customer, vendor or supplier of the Company, including those for the Company’s current or planned (future) projects, bids, or contracts, to cease or materially change their current or potential business relationship with the Company or otherwise attempt to interfere with these current or potential Company Relationships. For purposes of this Section, “current and potential customer, vendor or supplier” shall mean any entity or person with whom the Company has been pursuing a business relationship during Employee’s employment with the Company, and any “potential business relationship” shall mean any relationship pursued by the Company during Employee’s employment with the Company, including any current or planned (future) bids, projects or contracts. All of these relationships in the aggregate are defined as “Company Relationships.” This restriction shall not include any Company Relationship for which Employee had no responsibility, no involvement, and about which he/she had no access to Confidential Information during his/her employment with the Company.

5. Intellectual Property. Employee assigns to the Company all right, title and interest Employee has or may acquire in and to any Intellectual Property that results from Employee’s efforts, either alone or jointly with others, during the period of Employee’s employment with the Company. “Intellectual Property” means any and all inventions, discoveries, developments, innovations, processes, designs, methods, technologies, formulae, models, research and development, patents, patent applications, trade secrets and other Confidential Information and works of authorship (including copyrightable works, copyrights and copyright applications), and improvements to any of the foregoing that, either alone or jointly with others: (a) result from any work performed on behalf of the Company, or from a research project suggested by the Company; (b) relate in any way to the existing or contemplated business of the Company; or (c) result from the use of the Company’s time, material, employees or facilities. Employee

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acknowledges and agrees that any work Employee performs for the Company during employment that constitutes copyrightable subject matter shall be considered a “work made for hire” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101). Employee hereby ratifies and otherwise transfers and assigns to the Company, and waives and agrees never to assert, any and all rights to claim authorship, rights to object to any modification or other moral rights that Employee may have in or with respect to any Intellectual Property and/or works made for hire, even after termination of Employee’s employment. Employee further agrees that if, in the course of providing services to the Company, Employee incorporates any intellectual property owned by Employee, the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, worldwide right and license to make, have made, copy, modify, use, distribute and sell such intellectual property or products incorporating such intellectual property of Employee. During and after Employee’s employment, Employee will assist and cooperate with the Company for no additional compensation, but with the Company reimbursing any of Employee’s necessary out of pocket expenses. Employee will complete and sign documents requested by the Company to acquire, transfer, maintain, perfect and enforce the Company’s rights to the Intellectual Property, including patent, copyright, trade secret and other protections for the Company’s Intellectual Property.

6. Employee Acknowledgement of Need For Protections and Restrictions Promised; Modifications of Restrictions. Employee acknowledges and understands that his/her promises in this Agreement restrict some of his/her actions during and after employment with the Company. However, Employee acknowledges and agrees that he/she has or will receive sufficient consideration from the Company under this Agreement to justify such restrictions and that such restrictions are reasonable and necessary to protect the Company’s legitimate business interests. Employee understands and agrees that the restrictions in this Agreement shall continue beyond the termination of Employee’s employment, regardless of the reason for such termination.

7. Remedies. Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by Employee, and that the Company shall be entitled to enforce this Agreement by specific performance and immediate injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Agreement, but shall be in addition to all remedies available to the Company at law, under common and statutory law, the Texas Uniform Trade Secrets Act, Louisiana Uniform Trade Secrets Act, the Defend Trade Secrets Act, under other agreements, or in equity, including, without limitation, the recovery of attorneys’ fees incurred by the Company in enforcing this Agreement or otherwise protecting its rights, as well as damages caused by Employee and his/her agents involved in such breach.

8. Notification to Subsequent Employers. Employee further acknowledges that in order to enforce his/her obligations under this Agreement, the Company may need to notify subsequent actual or potential employers of Employee’s obligations under this Agreement. Employee agrees to notify the Company of the identity of his/her employers for the Restricted Period before accepting a position with such employers, and Employee consents to the Company providing notification to these employers of Employee’s ongoing obligations to the Company under this Agreement or under other applicable law. Notices to the Company should be made in a manner that provides a receipt of delivery and addressed to: Senior Vice-President Human Resources, 10260 Westheimer Road, Suite 700, Houston, Texas 77042.

9. Tolling of Restricted Period. The duration of the Restricted Period shall be tolled and suspended for any period that Employee is in violation of these covenants up to a period of one year, unless such tolling is disallowed under applicable law.

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10. Return of Confidential Information and Company Property. All written, electronic, or other data, materials, records and other documents made by, or coming into the possession or control of, Employee which contain or disclose Confidential Information shall be and remain the property of the Company. Upon request, and in any event, without request upon termination of Employee’s employment with the Company for any reason, Employee shall promptly return, without deletion, copying or alteration, all written or electronic materials, data, information, records and any other property in Employee’s possession or control, whether located on or off Company premises, which may concern the Company, its current or potential customers, vendors or suppliers, whether or not confidential or proprietary in nature.

11. At-Will Employment. Employee acknowledges and agrees that nothing in this Agreement is a guarantee or assurance of employment for any specific period of time. Rather, Employee understands that he/she is an at-will employee and that either Employee or the Company may terminate this at-will employment relationship at any time for any reason or no reason.

12. No Interference with Rights. Employee acknowledges and agrees that nothing in this Agreement is intended to, nor does it, interfere with or restrain any employee’s right to share or discuss information regarding his/her wages, hours, or other terms and conditions of employment in the exercise of any rights provided by the National Labor Relations Act or other applicable laws. Further, Employee acknowledges and agrees that this Agreement is not intended to, nor does it, interfere with or restrain Employee’s right to report unlawful actions to the Securities and Exchange Commission or any other law enforcement or administrative agency, or to participate in any such agency’s investigation, or to engage in any whistleblower or other activity protected or required by law. Further, neither this Agreement nor any other agreement or policy of the Company shall impose civil or criminal liability under any trade secret law or otherwise prohibit Employee from the following disclosures: (a) disclosures of trade secrets made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his/her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order. Employee is not required to notify Company of these allowed reports or disclosures.

13. Governing Law/Forum/Jury Waiver. The Parties agree and acknowledge that this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles. With respect to any claim or dispute arising out of or related to this Agreement, the Parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Harris County, Texas, unless another forum or venue is required by law. The Parties agree to waive a trial by jury of any or all issues arising under or connected with this Agreement, and consent to trial by the judge.

14. No Duties to Other Employers. Employee represents that he/she is not bound by the terms of any agreement with any previous employer or other party other than the Company to: (a) refrain from using or disclosing any information that would be necessary to and/or reasonably expected to be utilized by Employee in the course of the performance of his/her duties in the employ of the Company or (b) refrain from engaging in any business activity that would otherwise preclude Employee from performance of his/her duties in the employ of the Company. Employee further represents that Employee’s performance of his/her duties does not and will not violate any agreement with any prior employer or third party. Employee agrees not to use or disclose during his/her employment with the Company any information which belongs to another entity or person.

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15. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Company Group, and automatically to any other person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company Group by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employee’s obligations under this Agreement are personal and such obligations of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred by Employee without the prior written consent of the Company.

16. Representations; Modifications; Other Agreements; Severability. Employee acknowledges that he/she has not relied upon any representations or statements, written or oral, not set forth in this Agreement. This Agreement cannot be modified except in writing and signed by both Parties. The Defend Trade Secrets Act provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” This Agreement supplements and does not limit or restrict or alter in any way any obligations that Employee may have undertaken in other agreements with the Company Group or which apply to Employee under any applicable law, including but not limited to, the Texas Uniform Trade Secrets Act, the Louisiana Uniform Trade Secrets Act, and the Defend Trade Secrets Act. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, then such unenforceable portion will be modified to be enforceable, or severed from this Agreement if it cannot be modified, and such modification or severance shall have no effect upon the remaining portions of the Agreement which shall remain in full force and effect.

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Executed this _________________ day of ______________________, 20___.

EMPLOYEE:


EMPLOYEE SIGNATURE


Printed Name

COMPANY:


COMPANY REPRESENTATIVE SIGNATURE


COMPANY REPRESENTATIVE TITLE


Printed Name

SIGNATURE PAGE TO

U.S. EMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT

EXHIBIT A

U.K. EMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT²

This U.K. Employee Confidentiality and Restrictive Covenant Agreement (“Agreement”) is made and entered as of the ____ day of ___________, between ______________ (“Employee”) and Expro North Sea Ltd (the “Company”) and for the benefit of the Company, Expro Group Holdings, N.V. and their subsidiary and affiliated companies (collectively referred to as the “Company Group”). The Company and Employee may be referred to individually as “Party,” and/or collectively as the “Parties.” The Parties agree as follows:

²	Included for U.K. recipients.

handling procedure, credit, credit procedures, indebtedness, financing procedures, investments, trading, shipping, production, processing, welding, fabricating, assembling, renting, domestic and foreign operations, customer and vendor and supplier lists, data storage in any medium (electronic or hard copy) contact information, lab reports, lab work, and any data or materials used in and created during the development of any of the aforementioned materials or processes.

2. Employee Promise Not to Disclose Confidential Information. Employee acknowledges that this Confidential Information is confidential, proprietary, not known outside of the Company Group’s business, valuable, special and/or a unique asset of the Company Group which belongs to the Company Group and gives the Company Group a competitive advantage. If this Confidential Information were disclosed to third parties or used by third parties and/or Employee, such disclosure or use would seriously and irreparably damage the Company Group and cause the loss of certain competitive advantages. Employee promises he/she has not and will not disclose in any way, or use for Employee’s own benefit or for the benefit of anyone besides the Company Group, the Confidential Information described above and obtained by Employee as part of his/her employment with the Company. Employee acknowledges that this promise of non-disclosure and non-use continues indefinitely and specifically does not expire at the end of Employee’s employment with the Company. This Section does not apply to or in any way restrict or impede Employee from any communications with government or law enforcement agencies as stated below, or complying with any applicable law or court order, or exercising whistleblower or other protected non-waivable legal rights.

3. Non-Disparagement. Employee agrees that he/she shall not at any time make, publish, or communicate to any person or entity or in any public forum, any defamatory or disparaging remarks, comments, or statements concerning the Company Group or its businesses, business practices, or any of its employees or officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section does not apply to or in any way restrict or impede Employee from any communications with government or law enforcement agencies as stated below, or complying with any applicable law or court order, or exercising whistleblower or other protected non-waivable legal rights.

4. Non-Competition/Non-Solicitation/Non-Interference. Employee acknowledges that the highly competitive nature of the Company’s business, Employee’s position with the Company, and the Confidential Information, Company Relationships, training, and goodwill provided to Employee during his/her employment with the Company, support Employee’s promises not to compete with the Company, and not to solicit or interfere with the Company’s relationships with its customers and employees as stated below in the rest of this Section 4, during his/her employment with the Company and for 12 months following his/her separation from the Company (“the Restricted Period”) regardless of the reason for the separation, within the “Restricted Area,” which is defined as the geographic area in which the Company Business (as defined below) has been carried on during Employee’s employment with the Company or, following Employee’s separation from the Company, during the 12 months preceding Employee’s separation from the Company (the “Prior Period”) and with which geographic area the Employee was involved or concerned on behalf of the Company Business or about which Employee was otherwise in possession of Confidential Information or had access to Company Relationships in each case during the Prior Period.

4.1. Non-Competition. During the Restricted Period and in the Restricted Area, Employee will not engage in or carry on, directly or indirectly, a business similar to and competitive with the business of the Company or any other member of the Company Group for which Executive performs services during the Prior Period, including any business engaged in: (i) well construction, well intervention integrity, subsea well access, well flow management and production solutions similar to those divisions of the Company Group that engage in such activities, (ii) the business conducted by any other Company Group divisions in operation during the Employment Term for which Executive has direct or indirect

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responsibility, and (iii) any other business involving the Company Group’s current and planned (future) business, bids, projects, contracts, and Company Relationships (the “Competing Business”). Accordingly, during the Restricted Period and in the Restricted Area, Employee will not, directly or indirectly, own, manage, operate, join, become employed or engaged by, partner in, control, participate in, be connected with, loan money or sell or lease equipment or property to, or otherwise be affiliated with any Competing Business. The foregoing notwithstanding, Employee may own less than 2% of the outstanding stock of any class for a Competing Business which sells its stock on a national securities exchange and if Employee is not involved in the management of such Competing Business.

4.2. Non-Solicitation/Non-Interference of Employees/Contractors. During the Restricted Period and in the Restricted Area, Employee further agrees that he/she will not, directly or indirectly, interfere with the Company’s relationship with, solicit or hire or otherwise encourage to change or leave their employment or contractor position with the Company, any person currently employed by or engaged as a contractor to the Company in a senior, managerial, sales, research and development or technical position or who is otherwise in possession of Confidential Information or otherwise able to influence at Company Relationships, and who was employed by or engaged by the Company during Employee’s employment with the Company. This restriction shall not include any current or potential employee or contractor of the Company for whom Employee had no responsibility, no involvement, and about whom he/she had no access to Confidential Information during his/her employment with the Company. This restriction does not apply to postings and advertisements regarding job opportunities which are made available to the public and are not directed specifically toward Company employees or contractors.

5. Intellectual Property. Employee acknowledges that because of the nature of his/her duties and the particular responsibilities arising as a result of such duties which he/she owes to the Company Group he/she has a special obligation to further the interests of the Company Group. Employee shall promptly disclose to the Company each idea, discovery, design, improvement, Invention or work which he has made or will in the future make, discover, create or conceive (alone or jointly with others) and which either: (a) relate in any manner to the activities or demonstrably anticipated activities of the Company or the Company Group; (b) result from or are made in the course of his/her employment or engagement; (c) involve the use of any equipment, supplies, facilities, Confidential Information, documents, intellectual property or time of the Company or the Company Group; or (d) are capable of use in the business of the Company or the Company Group (together, the “Company Works”). Employee acknowledges that all Intellectual Property Rights which now subsist or which may in the future subsist in any Company Works will, on creation, vest in and be the exclusive property of the Company (“Company Intellectual Property”). To the extent that any Company Intellectual Property does not automatically vest in the Company and to

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the fullest extent permitted by law, Employee hereby assigns the same to the Company by way of a present assignment of all future rights throughout the world with full title guarantee. Employee irrevocably waives any “moral rights” which he/she may have in any such ideas, discoveries, designs, improvements, inventions or works under the Copyright, Designs and Patents Act 1988 or, to the extent permitted by applicable law, under any similar legislation in any jurisdiction. Employee shall during his/her employment or at any time thereafter, at the Company’s request and cost, do any such thing and execute any such instrument (including any assignment or patent application) as the Company may consider necessary or desirable to vest or evidence title in any Company Intellectual Property in the Company (or its nominee) in any country of the world and to obtain, maintain, enforce and defend such rights. For the purposes of this section: “Intellectual Property Rights” means any and all patents, rights in Inventions (whether patentable or not), rights in designs, rights in databases, copyright and related rights, trade marks, service marks, get-up, trade, business or domain names, goodwill associated with the foregoing or rights to sue for passing-off or unfair competition, know-how, trade secrets, Confidential Information and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the world (in each case whether registered or not, together with any applications to register or rights to apply for and be granted registration, renewals or extensions of, and rights to claim priority from, any of the foregoing); and “Inventions” means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium;

7. Remedies. Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by Employee, and that the Company shall be entitled to enforce this Agreement by specific performance and immediate injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Agreement, but shall be in addition to all remedies available to the Company at law, under common and statutory law under other agreements, or in equity, including, without limitation, the recovery of attorneys’ fees incurred by the Company in enforcing this Agreement or otherwise protecting its rights, as well as damages caused by Employee and his/her agents involved in such breach.

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11. No Interference with Rights. Employee acknowledges and agrees that nothing in this Agreement is intended to, nor does it, interfere with or restrain any employee’s right to share or discuss information regarding his/her wages, hours, or other terms and conditions of employment in the exercise of any rights provided by applicable laws. Further, Employee acknowledges and agrees that this Agreement is not intended to, nor does it, interfere with or restrain Employee’s right to report unlawful actions to the Securities and Exchange Commission or any other law enforcement or administrative agency, or to participate in any such agency’s investigation, or to engage in any whistleblower or other activity protected or required by law. Further, neither this Agreement nor any other agreement or policy of the Company shall impose civil or criminal liability under any trade secret law or otherwise prohibit Employee from the following disclosures: (a) disclosures of trade secrets made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his/her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order. Employee is not required to notify Company of these allowed reports or disclosures.

12. Governing Law/Forum. This Agreement (and any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to this agreement or its formation) shall be governed by and construed in accordance with English law. Each of the parties to this agreement irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceeding, and/or to settle any disputes or claims (including non-contractual disputes or claims) which may arise out of or in connection with this Agreement or its subject matter or formation and, for these purposes, each party irrevocably submits to the exclusive jurisdiction of the courts of England..

13. No Duties to Other Employers. Employee represents that he/she is not bound by the terms of any agreement with any previous employer or other party other than the Company to: (a) refrain from using or disclosing any information that would be necessary to and/or reasonably expected to be utilized by Employee in the course of the performance of his/her duties in the employ of the Company or (b) refrain from engaging in any business activity that would otherwise preclude Employee from performance of his/her duties in the employ of the Company. Employee further represents that Employee’s performance of his/her duties does not and will not violate any agreement with any prior employer or third party. Employee agrees not to use or disclose during his/her employment with the Company any information which belongs to another entity or person.

14. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Company Group, and automatically to any other person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company Group by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employee’s obligations under this Agreement are personal and such obligations of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred by Employee without the prior written consent of the Company.

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15. Representations; Modifications; Other Agreements; Severability. Employee acknowledges that he/she has not relied upon any representations or statements, written or oral, not set forth in this Agreement. This Agreement cannot be modified except in writing and signed by both Parties. The Defend Trade Secrets Act provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” This Agreement supplements and does not limit or restrict or alter in any way any obligations that Employee may have undertaken in other agreements with the Company Group or which apply to Employee under any applicable law. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, then such unenforceable portion will be modified to be enforceable, or severed from this Agreement if it cannot be modified, and such modification or severance shall have no effect upon the remaining portions of the Agreement which shall remain in full force and effect.

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EXECUTED and DELIVERED as

a DEED by [NAME OF EMPLOYEE]		)

in the presence of:		)

Signature

Name of witness, please print		)

Address		)

Occupation		)

Date		)


SIGNED by [INSERT NAME]		)

a director duly authorised for an on behalf

of EXPRO NORTH SEA LTD

in the presence of:		)

Signature

Name of witness, please print		)

Address		)

Occupation		)

Date		)

SIGNATURE PAGE TO

U.K. EMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT

EXHIBIT B

SPECIAL PROVISIONS FOR

U.K. EMPLOYEES

TERMS AND CONDITIONS

This Exhibit B, which is part of the Expro Group Holdings N.V. Inducement Award Employee Restricted Stock Unit (RSU) Agreement (the “Agreement”), contains additional or different terms and conditions that govern the Restricted Stock Unit award. Capitalized terms used in this Exhibit B that are not defined in the body of this Exhibit B shall have the same meanings given to them in the Agreement and/or the Plan, as applicable.

If the Employee is a citizen or resident of a country other than the one in which he or she is currently working, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to the Employee under these circumstances.

NOTIFICATIONS

This Exhibit B also includes notifications regarding exchange control and certain other issues of which the Employee should be aware with respect to his or her receipt of the Restricted Stock Units. The Company strongly recommends that the Employee not rely on the information in this Exhibit B as the only source of information relating to the consequences of his or her participation in the Plan because such information may be outdated when the Restricted Stock Units vest, when shares of Common Stock are issued to the Employee and/or the Employee sells any shares of Common Stock issued pursuant to the Restricted Stock Units.

In addition, the information contained in this Exhibit B is general in nature and may not apply to the Employee’s particular situation. As a result, the Company cannot assure the Employee of any particular result. The Employee is therefore advised to seek appropriate professional advice as to how the relevant laws in the Employee’s country may apply to his or her situation.

Finally, if the Employee is a citizen or resident of a country other than the one in which he or she is currently working, is considered a resident of another country for local law purposes, or transfers employment and/or residency between countries after the Date of Grant, the information contained herein may not apply to the Employee in the same manner.

TERMS AND CONDITIONS

1. Payments. The following provision supplements Section 3(d) of the Agreement:

Notwithstanding any discretion contained in Section 6(e) of the Plan, in no event shall Restricted Stock Units be satisfied by the delivery of cash or a combination of cash and Stock.

2. Responsibility for Taxes. The following provision replaces Section 4 of the Agreement:

(a) Payment of Tax Liabilities. Employee irrevocably agrees to:

(i) pay to the Company, or Employee’s employer or former employer (as appropriate) the amount of any Tax Liability; or

(ii) enter into arrangements to the satisfaction of the Company, or Employee’s employer or former employer (as appropriate) for payment of any Tax Liability.

(b) Tax elections. Employee irrevocably agrees that:

(i) Employee will reimburse the Company, or Employee’s employer or former employer (as appropriate) for any secondary class 1 (employer) national insurance contributions (or any similar liability for social security contributions in any jurisdiction) which:

(A)

the Company or any employer (or former employer) of Employee is liable to pay as a result of any Taxable Event; and

(B)

may be lawfully recovered by the Company or any employer (or former employer) Employee; and

(ii) if required and at the request of the Company, or Employee’s employer or former employer, Employee shall:

(A)

join that person in making a valid election to transfer to Employee the whole or any part of the liability for secondary class 1 (employer) national insurance contributions (or any similar liability for social security contributions in any jurisdiction); and

(B)

enter into a joint election in respect of the Common Stock under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom

(c) Satisfactory Tax Arrangements. The Company shall not deliver Common Stock in respect of the vesting of any Award unless and until Employee has made arrangements satisfactory to the Company to satisfy his or her obligations under this Section 4. Unless Employee pays the Tax Liability to the Company (or any employer or former employer of Employee) by cash or check in connection with the vesting of the Award, withholding may be effected, at the Company’s discretion, by withholding Common Stock issuable in connection with the vesting of the Award (provided that the Common Stock may be withheld only to the extent that such withholding will not result in adverse accounting treatment for the Company). Employee acknowledges that the Company (or any employer or former employer of Employee) shall have the right to deduct an amount equal to any Tax Liability required to be withheld by law in connection with any Taxable Event from any amounts payable by it to Employee (including, without limitation, future cash wages).

(d) As used herein, “Taxable Event” means any transaction by which a Tax Liability may arise pursuant to or in connection with this Agreement including, without limitation, any of the following: (i) the vesting of the Award; (ii) any other taxable event relating to the Award; (iii) the sale of (A) Common Stock acquired following vesting of the Award or (B) any other securities acquired as a result of holding Common Stock acquired following vesting of the Award; or (iv) any other taxable event relating to (A) Common Stock acquired following vesting of the Award or (B) any other securities acquired as a result of holding Common Stock acquired following vesting of the Award.

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(e) As used herein, “Tax Liability” shall mean the total of (i) any PAYE income tax and primary class 1 (employee) national insurance contributions (or any similar liability to withhold amounts in respect of income tax or social security contributions in any jurisdiction) for which the Company or any employer (or former employer) of Employee is liable to account as a result of any Taxable Event; and (ii) if such amounts may be lawfully recovered from Employee, any secondary class 1 (employer) national insurance contributions (or any similar liability for social security contributions in any jurisdiction) that the Company or any employer (or former employer) of Employee is liable to pay as a result of any Taxable Event.

3. Nature of Grant. The following provision replaces Section 7 of the Agreement:

In accepting the Restricted Stock Unit award, the Employee acknowledges, understands and agrees that:

(a) all decisions with respect to future grants of restricted stock units, if any, will be at the sole discretion of the Company;

(b) the Restricted Stock Unit award shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or affiliate of the Company and shall not interfere with the ability of the Company, the Employer or any Subsidiary or affiliate of the Company, as applicable, to terminate the Employee’s employment or service relationship (if any);

(c) the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Employee’s employment or service contract, if any;

(d) the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;

(e) the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(f) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;

(g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of employment or service with the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any) and in consideration of the grant of the Restricted Stock Units, to which the Employee is not otherwise entitled, the Employee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries and affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its subsidiaries and affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by accepting the Award, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

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(h) for purposes of the Restricted Stock Units, the Employee’s employment or service relationship will be considered terminated as of the date he or she is no longer actively providing services to the Company or one of its Subsidiaries or affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any) and unless otherwise expressly provided in this Agreement, his or her right to vest in the Restricted Stock Units, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of the Employee’s Restricted Stock Unit award (including whether the Employee may still be considered to be providing services while on a leave of absence);

(i) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and

(j) neither the Company, the Employer nor any Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Employee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Common Stock acquired upon settlement.

4. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s acquisition or sale of the underlying shares of Common Stock. The Employee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Award before taking any action related to the Award.

5. Data Privacy.

The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other Restricted Stock Unit materials (“Data”) by and among, as applicable, the Employer, the Company and any Subsidiary or affiliate for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.

The Employee understands that the Company and the Employer may hold certain personal information about the Employee, including, but not limited to, the Employee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Employee’s favor, for the exclusive purpose of implementing, administering and managing the Plan.

The Employee understands that Data will be transferred to the stock plan service provider as may be selected by the Company (the “Stock Plan Service Provider”), which is assisting the Company with the implementation, administration and management of the Plan. The Employee understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country

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(e.g., the United States) may have different data privacy laws and protections than the Employee’s country. The Employee understand that the Employee may request a list with the names and addresses of any potential recipients of Data by contacting the Employee’s local human resources representative. The Employee authorizes the Company, Stock Plan Service Provider and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that the Employee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Employee’s local human resources representative. Further, the Employee understands that the Employee is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke the Employee’s consent, the Employee’s employment status and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to the employee or administer or maintain such awards. Therefore, the Employee understands that refusing or withdrawing the Employee’s consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that the Employee may contact the Employee’s local human resources representative.

6. Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

7. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

8. Choice of Venue. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Texas and agree that such litigation shall be conducted only in the courts of Harris County, Texas, or the federal courts for the United States for the Southern District of Texas, and no other courts, where this grant is made and/or to be performed.

9. Severability. The provisions of the Agreement (which includes this Exhibit B) are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

10. Waiver. The Employee acknowledges that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement or of any subsequent breach by the Employee or any other participant in the Plan.

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Exhibit 99.5

Performance RSU

EXPRO GROUP HOLDINGS N.V.

INDUCEMENT AWARD

EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibits A, B and, if applicable, C (this “Agreement”) evidences an award made as of the 1^st day of October, 2021 (the “Date of Grant”), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the “Company”), and __________________ (the “Employee”). The Company and Employee may be referred to individually as “Party,” and/or collectively as the “Parties.”

1.	The Grant.

(a) Subject to the conditions set forth below, the Company hereby awards to Employee, effective as of the Date of Grant, an award consisting of an aggregate number of __________ restricted stock units (the “Restricted Stock Units” or “RSUs”), whereby each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, par value €0.06 per share (“Common Stock”), in accordance with the terms and conditions set forth herein and in the Plan (the “Award”). The number of Restricted Stock Units subject to this Award, as described in this Section 1(a), is the “target” number of shares that may become vested and shall be adjusted based on the attainment of the Performance Criteria described in Section 1(b) below and on Exhibit A.

(b) The Award’s performance period (“Performance Period”) and Performance Criteria (the “Performance Criteria”) are set forth in Exhibit A to this Agreement. The Performance Criteria has been established by the Compensation Committee of the Supervisory Board, which shall determine and certify whether such criteria have been satisfied.

(c) The Award is an inducement material to Employee’s entry into employment within the meaning of New York Stock Exchange Rule 303A.08. The Award is granted outside of the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated (the “Plan”), but shall be subject to terms and conditions substantially identical to the terms and conditions set forth in the Plan as if the Award were a restricted stock unit award and Performance Award granted under the Plan. Unless applicable to an award of restricted stock units granted under the Plan are incorporated herein by this reference and made a part of this Agreement.

(a) “Cause” shall mean a determination by the Company or its employing affiliate (the “Employer”) that Employee (i) has engaged in gross negligence, incompetence, or misconduct in the performance of his or her duties with respect to the Employer or any of its affiliates; (ii) has failed to materially perform Employee’s duties and responsibilities to the Employer or any of its affiliates (other than due to Disability); (iii) has breached any material provision of this Agreement or any written agreement or corporate policy or code of conduct established by the Employer or any of its affiliates; (iv) has engaged in conduct that is, or could reasonably expected to be, materially injurious to the Employer or any of its affiliates; (v) has committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Employer or any of its affiliates; or (vi) has been convicted of, pleaded no contest to, or received adjudicated probation or deferred adjudication in connection with a crime involving fraud, dishonesty, or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).

(d) “Forfeiture Restrictions” shall have the meaning specified in Section 3(a) hereof.

(e) “Involuntary Termination” shall mean a termination of Employee’s employment by the Company or an affiliate for a reason other than for Cause.

(f) “Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended.

(g) “Special Vesting Agreement” means an agreement which permits Employee’s RSUs to continue vesting following termination of Employee’s employment or service with the Company or with an affiliate, as applicable, in exchange for Employee’s strict compliance with designated post-termination conditions, as determined by the Committee pursuant to a written agreement executed at the time Employee’s termination of employment occurs. The Compensation Committee may, in is sole discretion, elect to limit coverage of a Special Vesting Agreement to only a portion of Employee’s RSUs.

3. Restricted Stock Units. By acceptance of this Restricted Stock Unit award, Employee agrees with respect thereto as follows:

(a) Forfeiture Restrictions. The Restricted Stock Units are restricted in that they may not be sold, assigned, pledged, exchanged, hypothecated, or otherwise alienated or transferred, encumbered, or disposed of, and in the event of termination of Employee’s employment or service with the Company for any reason other than death or Disability, or, to the extent provided in Section 3(c)(4) below, on account of an Involuntary Termination, Employee shall, for no consideration, forfeit to the Company all Restricted Stock Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Stock Units to the Company upon termination of employment or services as provided in this Section 3(a) are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Stock Units.

(b) Lapse of Forfeiture Restrictions (Vesting). Provided that: (i) Employee has been continuously employed by the Company from the Date of Grant through the 22^nd of February, 2024 (the scheduled “Lapse (Vesting) Date”), (ii) the Company attains the Performance Criteria as described on Exhibit A, and (iii) Employee is in compliance with Exhibit B and all other agreements or obligations to the Company, the Forfeiture Restrictions shall lapse, and the number of Restricted Stock Units as determined on Exhibit A shall become vested. Except as provided in Subsection (c) below, the Company will issue one share of Common Stock to Employee for each vested Restricted Stock Unit as soon as

practicable after the Lapse (Vesting) Date but in no event later than seventy-five (75) days after the end of the Performance Period. Any Restricted Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with this Section 3(b) (and any associated unvested dividend equivalents) shall be forfeited to the Company for no consideration as of the date of the termination of Employee’s employment with the Company.

(1) Death. If Employee’s employment with the Company is terminated by reason of death, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units at the “target” level effective on the date such death occurs and Employee’s vested RSUs shall be settled in the manner provided under Section 3(d) below.

(2) Disability. If Employee’s employment with the Company is terminated by reason of Disability, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units at the “target level” effective as of the date of Employee’s “separation from service” (as defined under the Section 409A) due to the Employee’s Disability and Employee’s vested RSUs shall be settled in the manner provided under Section 3(d) below.

(3) Change in Control. If a Change in Control occurs and Employee is a participant in the Executive Severance Plan (as such plan may be amended from time to time), then the terms of Section 3 of such plan are hereby incorporated by reference into this Agreement. If a Change in Control occurs and Employee is not a participant in the Executive Severance Plan, then upon such Employee’s Involuntary Termination that occurs on or within twenty-four (24) months following a Change in Control and subject to the Employee’s entry into a release of all claims against the Company in a form acceptable to the Company, the Forfeiture Restrictions shall lapse with respect to the greater of (i) the number of Restricted Stock Units determined based on the Company’s attainment of the Performance Criteria described on Exhibit A, as measured through the date of such Employee’s Involuntary Termination, or (ii) the number of Restricted Stock Units determined based on a 100% of Target Level Payout Percentage.

(4) Involuntary Termination. If Employee’s employment with the Company is terminated due to an Involuntary Termination occurring other than as provided in clause (3) of this Section 3(c), then, unless otherwise determined by the Compensation Committee in its sole discretion, the Company shall enter into a Special Vesting Agreement with Employee pursuant to which the Forfeiture Restrictions shall not lapse upon such termination of employment and that this Award shall continue to remain outstanding and Employee will be treated, solely for purposes of satisfying the requirements for a lapse of Forfeiture Restrictions under Section 3(b), as continuing in the employment of the Company throughout the period during which he/she continuously satisfies the obligations set forth in Exhibit B attached hereto and incorporated herein by reference as part of this Agreement.

(d) Payments. Subject to compliance with all terms of this Agreement and Exhibit B, the Company will issue one share of Common Stock for each vested Restricted Stock Unit to Employee as soon as practicable after (i) the scheduled Lapse (Vesting) Date with respect to the number of Restricted Stock Units as determined pursuant to Exhibit A (but in no event later than seventy-five (75) days after the end of the Performance Period), (ii) the date of Employee’s death or (iii) the date of the Employee’s separation from service due to the Employee’s Disability. The Company shall deliver the shares of Common Stock in book-entry form, with such legends or restrictions thereon as the Committee may determine to be necessary or advisable in order to comply with applicable securities laws. Employee shall complete and sign any documents and take any additional action that the Company may request to enable it to deliver shares of Common Stock on Employee’s behalf. In the event that all or part of the Restricted

Stock Units granted pursuant to this Agreement provides for a deferral of compensation within the meaning of the Section 409A, it is the general intention, but not the obligation, of the Company to design this Award to comply with the Section 409A and such Award should be interpreted accordingly. Notwithstanding anything to the contrary contained herein, in the event that Employee is a “specified employee” (as defined under the Section 409A) when Employee becomes entitled to a payment or settlement under the Award which is subject to the Section 409A on account of a “separation from service” (as defined under the Section 409A), to the extent required by the Code, such payment shall not occur until the date that is six months plus one day from the date of such separation from service. Any amount that is otherwise payable within the six-month period described herein will be aggregated and paid in a lump sum without interest. Further, for purposes of the Section 409A, each payment or settlement of any portion of the Restricted Stock Units under this Agreement shall be treated as a separate payment of compensation.

(e) Restrictive Covenants. Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees, in his/her capacity as an employee and equity holder in the Company, to the provisions of Exhibit B to this Agreement. Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Exhibit B or any other similar obligations Employee has towards the Company under applicable law or other agreements (which includes any attempt to have any provision in Exhibit B or other similar obligations of Employee declared overbroad or unenforceable) (a “Restrictive Covenant Violation”) would be available but inadequate and the Company would suffer irreparable damages as a result of such a Restrictive Covenant Violation. In recognition of this fact, Employee agrees that, in the event of a Restrictive Covenant Violation, in addition to any remedies available to the Company under law, including damages and attorneys’ fees, remedies available the Company, without posting any bond, shall be to (i) cease making any dividend or other payments or providing any benefit otherwise required by this Agreement; (ii) terminate future vesting and cause forfeiture of all vested and unvested RSUs and Common Stock issued or issuable under this Agreement without consideration; (iii) cause forfeiture of the gross value of the Common Stock issued to Employee in the one year period prior to the Restrictive Covenant Violation (determined as of the date such Common Stock was issued to Employee and using the Fair Market Value (as defined in the Plan) of the Common Stock on that date); (iv) receive repayment of any cash payments made to Employee with respect to the RSUs during the prior twelve month period; (v) obtain a temporary restraining order, temporary or permanent injunction; or (vi) specific performance or any other equitable remedy which may then be available.

(f) Corporate Acts. The existence of the Restricted Stock Units shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange, or other disposition of all or any part of its assets or business, or any other corporate act or proceeding.

4. Withholding of Tax. To the extent that the receipt of the Restricted Stock Units (or any Common Stock or dividend equivalents related thereto) or the lapse of any Forfeiture Restrictions results in compensation, income or wages to Employee for federal, state, or local tax purposes, Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations, and if Employee fails to do so (or if Employee instructs the Company to withhold cash or stock to meet such obligation), the Company shall withhold from any cash or stock remuneration (including withholding any shares of the Common Stock distributable to Employee under this Agreement) then or thereafter payable to Employee, any tax required to be withheld by reason of such resulting compensation income or wages. The Company is making no representation or warranty as to the tax consequences to Employee as a result of the receipt of the Restricted Stock Units, the treatment of dividend equivalents, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions.

7. Employment Relationship. For purposes of this Agreement (except as otherwise provided in Section 3(c)(4) hereof), Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company or a Subsidiary. Without limiting the scope of the preceding sentence, it is specifically provided that Employee shall be considered to have terminated employment or service with the Company at the time of the termination of the “Subsidiary” status of the entity or other organization that employs or engages Employee. Nothing in this Award, shall confer upon Employee the right to continued employment by or service with the Company or affect in any way the right of the Company to terminate such employment or service at any time. Unless otherwise provided in a written employment or consulting agreement or by applicable law, Employee’s employment by or service with the Company shall be on an at-will basis, and the employment or service relationship may be terminated at any time by either Employee or the Company for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of such employment or service, and the cause of such termination, shall be determined by the Committee or its delegate, in its sole discretion, and its determination shall be final.

9. Entire Agreement; Amendment. This Agreement (including Exhibit B and, if applicable, Exhibit C) and the documents incorporated by reference herein replace and merge all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company and constitute the entire agreement between Employee and the Company with respect to the subject matter of this Agreement, except as otherwise provided herein. This Agreement including Exhibit B and, if applicable, Exhibit C may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document. The foregoing notwithstanding, this Agreement does not modify or replace in any way any obligations Employee has to the Company or its related entities, under any agreement or applicable law, for non-disclosure, non-competition, non-solicitation, or non-interference.

10. Protection of Benefits. Without the consent of an affected Participant, no such Board or Committee action (including but not limited to any amendment, alteration, suspension, discontinuance or termination of the Plan or this Agreement) may materially and adversely affect the rights of Employee under this Award Agreement, subject to section 10(c) of the Plan.

11. Severability. If any part of this Agreement including Exhibit B and, if applicable, Exhibit C and is found to be unenforceable by a court of competent jurisdiction, then such unenforceable portion will be modified to be enforceable, or severed from this Agreement if it cannot be modified, and such modification or severance shall have no effect upon the remaining portions of this Agreement and Exhibit B and, if applicable, Exhibit C which shall remain in full force and effect.

12. No Waiver. No failure by either Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude insistence upon strict compliance in the future.

13. Binding Effect; Survival. The provisions of Sections 3(e) and 6 and Exhibit B shall survive the lapse of the Forfeiture Restrictions without forfeiture. This Agreement and Exhibit B and, if applicable, Exhibit C shall be binding upon and shall inure to the benefit of the Company, and automatically to any other person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employee’s obligations under this Agreement and Exhibit B and, if applicable, Exhibit C are personal and such obligations of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred by Employee without the prior written consent of the Company.

14. Governing Law/Forum/Jury Waiver. The Parties agree and acknowledge that this Agreement and Exhibit Band, if applicable, Exhibit C shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles. With respect to any claim or dispute arising out of or related to this Agreement, Exhibit B or, if applicable, Exhibit C, the Parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Harris County, Texas, unless another forum or venue is required by law. Both the Company and Employee agree to waive a trial by jury of any or all issues arising under or connected with this Agreement, Exhibit B or, if applicable, Exhibit C, and consent to trial by the judge.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.


EXPRO GROUP HOLDINGS N.V.



By:
		Name:
		Title:

EMPLOYEE:

By:

Print Name:

SIGNATURE PAGE TO

INDUCEMENT AWARD

EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT

Exhibit A

Performance Period and Criteria

Performance Period: October 1, 2021 to December 31, 2024

First Achievement Period: October 1, 2021 to December 31, 2022

Second Achievement Period: January 1, 2023 to December 31, 2023

Third Achievement Period: January 1, 2024 to December 31, 2024

Performance Criteria:

Payment under this Award is determined based on relative performance using Total Stockholder Return (“TSR”). No portion of this Award will be earned if the Company’s performance during the Performance Period is below the threshold level of the Performance Criteria as described below. Any determination of performance under this Agreement shall be determined by the Committee in accordance with the Plan’s terms. If the Company’s TSR for the Performance Period is negative, the Payout Percentage used to calculate the payment under this Award shall not exceed 100% of the Target Level.

The Company’s TSR shall be as measured against the TSR of the Comparator Group during the Performance Period. For this purpose, the companies included in the SPDR^® S&P^® Oil & Gas Equipment and Services ETF (XES) on the Date of Grant will be the “Comparator Group”. Such comparison will be based on a percentile approach as detailed below with any payment based on linear interpolation if performance is between threshold and maximum levels. TSR for the Company and the Comparator Group shall be calculated separately for the First Achievement Period, Second Achievement Period and Third Achievement Period resulting in a weighted average payout at the end of the Performance Period (using a 30-day averaging period for the first 30 calendar days and the last 30 calendar days of each annual achievement period to mitigate the effect of stock price volatility). TSR calculation to assume reinvestment of dividends.


Level	Percentile Rank vs. Comparator Group	Payout Percentage*
Maximum	90th Percentile and above	200% of Target Level

Target	75th percentile	150% of Target Level

Target	50th percentile	100% of Target Level

Threshold	25th percentile	50% of Target Level

	Below 25th percentile	0%

* Based on the Target Level for the TSR Based Award set forth on the first page of this Agreement.

Adjustments to Comparator Group. The Comparator Group may be adjusted or changed by the Committee as circumstances warrant, including the following:

(1) If a Comparator Group company becomes bankrupt, the bankrupt company will remain in the Comparator Group positioned at one level below the lowest performing non-bankrupt Comparator Group. In the case of multiple bankruptcies, the bankrupt Comparator Group companies will be positioned below the non-bankrupt companies in chronological order by bankruptcy date with the first to go bankrupt at the bottom.

(2) If a Comparator Group company is acquired by another company, including through a management buy-out or going-private transaction, the acquired Comparator Group company will be removed from the Comparator Group for the entire Performance Period; provided that if the acquired Comparator Group company became bankrupt prior to its acquisition it shall be treated as provided in paragraph (1), above, or if it shall become delisted according to paragraph (5) below prior to its acquisition it shall be treated as provided in paragraph (5).

(3) If a Comparator Group company spins-off a portion of its business in a manner which results in the Comparator Group company and the spin-off company both being publicly traded, the Comparator Group company will be removed from the Comparator Group for the entire Performance Period and the spin-off company will not be added to the Comparator Group.

(4) If a Comparator Group company acquires another company, the acquiring Comparator Group company will remain in the Comparator Group for the Performance Period and the acquired Comparator Group Company will be removed from the Comparator Group for the entire Performance Period

(5) If a Comparator Group company is delisted from either the New York Stock Exchange (NYSE) or the National Association of Securities Dealers Automated Quotations (NASDAQ) such that it is no longer listed on either exchange, such delisted Comparator Group company will remain in the Comparator Group positioned at one level below the lowest performing listed company and above the highest ranked bankrupt Comparator Group company (see paragraph (1) above). In the case of multiple delistings, the delisted Comparator Group companies will be positioned below the listed and above the bankrupt Comparator Group companies in chronological order by delisting date with the first to be delisted at the bottom of the delisted companies. If a delisted company shall become bankrupt, it shall be treated as provided in paragraph (1) above. If a delisted company shall be later acquired, it shall be treated as a delisted company under this paragraph. If a delisted company shall relist during the Performance Period, it shall remain in its relative delisted position determined under this paragraph.

(6) If the Company’s or any Comparator Group company’s stock splits (or if there are other similar subdivisions, consolidations or changes in such company’s stock or capitalization), such company’s TSR performance will be adjusted for the stock split so as not to give an advantage or disadvantage to such company by comparison to the other Comparator Group companies.

EXHIBIT B¹

U.S. EMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT

¹	Included for U.S. recipients.

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B-6

Executed this ______________ day of ____________________, 20___.


EMPLOYEE:


EMPLOYEE SIGNATURE


Printed Name

COMPANY:


COMPANY REPRESENTATIVE SIGNATURE


COMPANY REPRESENTATIVE TITLE


Printed Name

SIGNATURE PAGE TO

U.S. EMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT

EXHIBIT B²

U.K. EMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT

²	Included for U.K. recipients.

B-2

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7. Remedies. Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by Employee, and that the Company shall be entitled to enforce this Agreement by specific performance and immediate injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Agreement, but shall be in addition to all remedies available to the Company at law, under common and statutory law under other agreements, or in equity, including, without limitation, the recovery of attorneys’ fees incurred by the Company in enforcing this Agreement or otherwise protecting its rights, as well as damages caused by Employee and his/her agents involved in such breach.

B-4

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EXECUTED and DELIVERED as

a DEED by [NAME OF EMPLOYEE]		)

in the presence of:		)

Signature

Name of witness, please print		)

Address		)

Occupation		)

Date		)



SIGNED by [INSERT NAME]		)

a director duly authorised for an on behalf

of EXPRO NORTH SEA LTD

in the presence of:		)

Signature

Name of witness, please print		)

Address		)

Occupation		)

Date		)

SIGNATURE PAGE TO

U.K. EMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT

EXHIBIT C

SPECIAL PROVISIONS FOR

U.K. EMPLOYEES

TERMS AND CONDITIONS

This Exhibit C, which is part of the Expro Group Holdings N.V. Inducement Award Employee Restricted Stock Unit (RSU) Agreement (the “Agreement”), contains additional or different terms and conditions that govern the Restricted Stock Unit award. Capitalized terms used in this Exhibit C that are not defined in the body of this Exhibit C shall have the same meanings given to them in the Agreement and/or the Plan, as applicable.

NOTIFICATIONS

This Exhibit C also includes notifications regarding exchange control and certain other issues of which the Employee should be aware with respect to his or her receipt of the Restricted Stock Units. The Company strongly recommends that the Employee not rely on the information in this Exhibit C as the only source of information relating to the consequences of his or her participation in the Plan because such information may be outdated when the Restricted Stock Units vest, when shares of Common Stock are issued to the Employee and/or the Employee sells any shares of Common Stock issued pursuant to the Restricted Stock Units.

In addition, the information contained in this Exhibit C is general in nature and may not apply to the Employee’s particular situation. As a result, the Company cannot assure the Employee of any particular result. The Employee is therefore advised to seek appropriate professional advice as to how the relevant laws in the Employee’s country may apply to his or her situation.

TERMS AND CONDITIONS

1. Payments. The following provision supplements Section 3(d) of the Agreement:

Notwithstanding any discretion contained in Section 6(e) of the Plan, in no event shall Restricted Stock Units be satisfied by the delivery of cash or a combination of cash and Stock.

2. Responsibility for Taxes. The following provision replaces Section 4 of the Agreement:

(a) Payment of Tax Liabilities. Employee irrevocably agrees to:

(i) pay to the Company, or Employee’s employer or former employer (as appropriate) the amount of any Tax Liability; or

(ii) enter into arrangements to the satisfaction of the Company, or Employee’s employer or former employer (as appropriate) for payment of any Tax Liability.

(b) Tax elections. Employee irrevocably agrees that:

(A)

the Company or any employer (or former employer) of Employee is liable to pay as a result of any Taxable Event; and

(B)

may be lawfully recovered by the Company or any employer (or former employer) Employee; and

(ii) if required and at the request of the Company, or Employee’s employer or former employer, Employee shall:

(A)

(B)

enter into a joint election in respect of the Common Stock under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom

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3. Nature of Grant. The following provision replaces Section 7 of the Agreement:

In accepting the Restricted Stock Unit award, the Employee acknowledges, understands and agrees that:

(a) all decisions with respect to future grants of restricted stock units, if any, will be at the sole discretion of the Company;

(d) the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;

(f) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;

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5. Data Privacy.

C-4

9. Severability. The provisions of the Agreement (which includes this Exhibit C) are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

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