Frank's International N.V. (Form: 10-K, Received: 02/24/2017 16:05:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ Annual Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2016

¨ Transition Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission file number: 001-36053

Frank’s International N.V.

(Exact name of registrant as specified in its charter)



	The Netherlands		98-1107145
	(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification number)

	Mastenmakersweg 1
	1786 PB Den Helder, the Netherlands		Not Applicable
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +31 (0)22 367 0000



	Securities registered pursuant to Section 12(b) of the Act:
	Title of each class		Name of exchange on which registered
	Common Stock, €0.01 par value		New York Stock Exchange
	Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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



Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

As of June 30, 2016, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $515.3 million.

As of February 22, 2017, there were 222,487,081 shares of common stock, €0.01 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement in connection with the 2017 Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Form 10-K relates, are incorporated by reference into Part III of this Form 10-K.



FRANK'S INTERNATIONAL N.V.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2016
TABLE OF CONTENTS

		Page
PART I

Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	29
Item 2.	Properties	29
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosures	30

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and
	Issuer Purchases of Equity Securities	31
Item 6.	Selected Financial Data	33
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	92
Item 9A.	Controls and Procedures	92
Item 9B.	Other Information	92

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	93
Item 11.	Executive Compensation	93
Item 12.	Security Ownership of Certain Beneficial Owners and Management and
	Related Stockholder Matters	93
Item 13.	Certain Relationships and Related Transactions, and Director Independence	93
Item 14.	Principal Accounting Fees and Services	93

PART IV

Item 15.	Exhibits and Financial Statement Schedules	94

Signatures		100

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this "Form 10-K") includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals and our current expectations with respect to, among other things:


•	our business strategy and prospects for growth;


•	our cash flows and liquidity;


•	our financial strategy, budget, projections and operating results;


•	the amount, nature and timing of capital expenditures;


•	the availability and terms of capital;


•	competition and government regulations; and


•	general economic conditions.

Our forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "plan," "goal" or other terms that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. The forward-looking statements in this Form 10-K speak only as of the date of this report; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:


•	the level of activity in the oil and gas industry;


•	further or sustained declines in oil and gas prices, including those resulting from weak global demand;


•	the timing, magnitude, probability and/or sustainability of any oil and gas price recovery;


•	unique risks associated with our offshore operations;


•	political, economic and regulatory uncertainties in our international operations;


•	our ability to develop new technologies and products;


•	our ability to protect our intellectual property rights;


•	our ability to employ and retain skilled and qualified workers;


•	the level of competition in our industry;


•	operational safety laws and regulations;


•	weather conditions and natural disasters; and


•	policy changes domestically in the United States.

These and other important factors that could affect our operating results and performance are described in (1) Part I, Item 1A “Risk Factors” and in Part II, Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K, and elsewhere within this Form 10-K, (2) our other reports and filings we make with the SEC from time to time and (3) other announcements we make from time to time. Should one or more of the risks or uncertainties described in the documents above or in this Form 10-K occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in the Form 10-K are expressly qualified in their entirety by the cautionary statements in this section.

PART I

Item 1. Business

General

Frank’s International N.V. ("FINV") is a Netherlands limited liability company ( Naamloze Vennootschap ) and includes the activities of Frank’s International C.V. ("FICV") and its wholly owned subsidiaries (either individually or together, as context requires, the "Company," "we," "us" and "our"). We were established in 1938 and are an industry-leading global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. We provide our services to leading exploration and production companies in both offshore and onshore environments, with a focus on complex and technically demanding wells. We believe that we are one of the largest global providers of tubular services to the oil and gas industry.

Our Operations

Tubular services involve the handling and installation of multiple joints of pipe to establish a cased wellbore and the installation of smaller diameter pipe inside a cased wellbore to provide a conduit for produced oil and gas to reach the surface. The casing of a wellbore isolates the wellbore from the surrounding geologic formations and water table, provides well structure and pressure integrity, and allows well operators to target specific zones for production. Given the central role that our services play in the structural integrity, reliability and safety of a well, and the importance of efficient tubular services to managing the overall cost of a well, we believe that our role is vital to the overall process of producing oil and gas.

In addition to our services offerings, we design and manufacture certain products that we sell directly to external customers, including large outside diameter (“OD”) pipe connectors. We also provide specialized fabrication and welding services in support of deep water projects in the U.S. Gulf of Mexico, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. Finally, we distribute large OD pipe manufactured by third parties, and generally maintain an inventory of this pipe in order to support our pipe sales and distribution operations.

On November 1, 2016, we completed our acquisition of Blackhawk Group Holdings, Inc., the ultimate parent company of Blackhawk Specialty Tools, LLC, ("Blackhawk"), a leading provider of well construction and well intervention rental equipment, services and products. The merger consideration was comprised of a combination of $150.4 million of cash on hand and the issuance of 12.8 million shares of our common stock, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including the working capital adjustments). The acquisition of this company resulted in a new segment for us and will allow us to combine Blackhawk’s cementing tool expertise and well intervention services with our global tubular services. We will be able to offer our customers an integrated well construction solution across land, shelf and deepwater.

We offer our tubular services, tubular sales, and other well construction and well intervention rental equipment, products and services through our four operating segments: (1) International Services, (2) U.S. Services, (3) Tubular Sales and (4) Blackhawk, each of which is described in more detail in "Description of Business Segments."

The table below shows our consolidated revenue and each segment's external revenue and percentage of consolidated revenue for the periods indicated (revenue in thousands):



	Year Ended December 31,
	2016			2015				2014
	Revenue		Percent	Revenue		Percent		Revenue		Percent

International Services	$	237,207	48.7%	$	442,107	45.3	%	$	537,259	46.6	%
U.S. Services	152,827		31.3%	326,437		33.5	%	439,638		38.1	%
Tubular Sales	87,515		18.0%	206,056		21.2	%	175,735		15.3	%
Blackhawk (1)	9,982		2.0%	—		—	%	—		—	%
Total	$	487,531	100.0%	$	974,600	100.0	%	$	1,152,632	100.0	%

(1) We purchased Blackhawk in November 2016, which resulted in a new segment for us. As such, revenues are for the two months ended December 31, 2016.

Our Corporate Structure

We are a publicly traded company on the New York Stock Exchange ("NYSE"). As part of our initial public offering ("IPO") in August 2013, we issued 52,976,000 shares of our Series A convertible preferred stock (the “Preferred Stock”) and a 25.7% limited partnership interest in FICV, our subsidiary, to Mosing Holdings, LLC, a Delaware limited liability company and affiliate of the Company with Mosing family entities as its shareholders (“Mosing Holdings”). Under our Amended Articles of Association, upon the written election of Mosing Holdings, each Preferred Share, together with a unit in FICV, our subsidiary, was convertible into a share of our common stock on a one-for-one basis.

On August 19, 2016, we received notice from Mosing Holdings exercising its right to exchange (the “Exchange Right”) for an equivalent number of each of the following securities for common shares: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 units in FICV. We issued 52,976,000 common shares to Mosing Holdings on August 26, 2016. As a result, there are no remaining issued Preferred Shares and the Mosing family beneficially owns approximately 173,752,764 of our common shares. As a result of the exchange, Mosing Holdings no longer has a minority interest holding in FICV.

Description of Business Segments

International Services

The International Services segment provides tubular services in international offshore markets and in several onshore international regions in approximately 60 countries on six continents. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies.

U.S. Services

The U.S. Services segment provides tubular services in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale , as well as in the U.S. Gulf of Mexico.

Tubular Sales

The Tubular Sales segment designs, manufactures and distributes large OD pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International Services and U.S. Services segments.

Blackhawk

The Blackhawk segment provides well construction and well intervention rental equipment, services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations.

Financial Information About Segment and Geographic Areas

Segment financial and geographic information is provided in Part II, Item 8, Financial Statements and Supplementary Data, Note 22 - Segment Information of the Notes to the Consolidated Financial Statements.

Suppliers and Raw Materials

We acquire component parts, products and raw materials from suppliers, including foundries, forge shops, and original equipment manufacturers. The prices we pay for our raw materials may be affected by, among other things, energy, steel and other commodity prices, tariffs and duties on imported materials and foreign currency exchange rates. Certain of our product lines (pipe as well as supply composite and elastomer technologies) are only available from a limited number of suppliers (primarily in the Tubular and Blackhawk segments).

Our ability to source low cost raw materials and components, such as steel castings and forgings, is critical to our ability to manufacture our casing products competitively and, in turn, our ability to provide onshore and offshore casing services. In order to purchase raw materials and components in a cost effective manner, we have developed a broad international sourcing capability and we maintain quality assurance and testing programs to analyze and test these raw materials and components.

Patents

We currently hold multiple U.S. and international patents and have a number of pending patent applications. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license as critical or essential to our business as a whole.

Seasonality

A substantial portion of our business is not significantly impacted by changing seasons. We can be impacted by hurricanes, ocean currents, winter storms and other disruptions.

Customers

Our customers consist primarily of oil and gas exploration and production companies, both U.S. and international, including major and independent companies, national oil companies and, on occasion, other service companies that have contractual obligations to provide casing and handling services or comparable services to Blackhawk. Demand for our services depends primarily upon the capital spending of oil and gas companies and the level of drilling activity in the U.S. and internationally. We do not believe the loss of any of our individual customers would have a material adverse effect on our business. In 2016, one customer accounted for more than 10% of our revenue. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2015 and 2014.

We had one customer in our International Services segment, five customers in our U.S. Services segment, three customers in our Tubular Sales segment and two customers in our newly formed Blackhawk segment that accounted for more than 10% of each respective segment's revenue in 2016.

Competition

The markets in which we operate are competitive. We compete with a number of companies, some of which have financial and other resources greater than ours. The principal competitive factors in our markets are the quality, price and availability of products and services and a company’s responsiveness to customer needs and its reputation for safety. In general, we face a larger number of smaller, more regionally-specific customers in the U.S. onshore market as compared to offshore markets, where larger competitors dominate.

We believe several factors give us a strong competitive position. In particular, we believe our products and services in each segment fulfill our customer’s requirements for international capability, availability of tools, range of services provided, intellectual property, technological sophistication, quality assurance systems and availability of equipment, along with reputation and safety record. We seek to differentiate ourselves from our competitors by providing a rapid response to the needs of our customers, a high level of customer service and innovative product development initiatives. Although we have no single competitor across all of our product lines, we believe that Weatherford International represents our most direct competitor across our segments for providing tubular services, specialty well construction and well intervention rental equipment, products and services on an aggregate, global basis.

Market Environment

The demand for our products and services, particularly in our core offshore markets of West Africa and the U.S. Gulf of Mexico, continue to trend lower following consecutive years of decreased capital spending by our customers. Although oil and natural gas prices have risen meaningfully from the lows seen in 2016, they still remain below levels that would encourage meaningful increases in capital spending by our customers on the type of offshore exploration and development projects that historically generated the majority of our earnings. However, we do expect to see conditions improve in our U.S. onshore operating areas during 2017, as capital spending, rig count and activity have materially increased and some recovery in prices has been realized. We also expect to see additional revenues from market share growth in international land and shelf opportunities as well as from the recently acquired Blackhawk product and service lines. While these segments of our business are expected to contribute higher revenues in 2017, we do not expect our deepwater offshore tubular services to see improvement from 2016 and, therefore, we would not anticipate significant improvement in our operating margins.

Inventories and Working Capital

An important consideration for many of our customers in selecting a vendor is timely availability of the product or service. Often customers will pay a premium for earlier or immediate availability because of the cost of delays in critical operations. We aim to stock certain of our consumable products in regional warehouses around the world so we can have these products available for our customers when needed. This availability is especially critical for our proprietary products, causing us to carry inventories for these products. For critical capital items for which demand is expected to be strong, we often build certain items before we have a firm order. Having such goods available on short notice can be of great value to our customers.

Environmental, Occupational Health and Safety Regulation

Our operations are subject to numerous stringent and complex laws and regulations governing the emission and discharge of materials into the environment, health and safety aspects of our operations, or otherwise relating to human health and environmental protection. Failure to comply with these laws or regulations or to obtain or comply with permits may result in the assessment of administrative, civil and criminal penalties, imposition of remedial or corrective action requirements, and the imposition of orders or injunctions to prohibit or restrict certain activities or force future compliance.

Numerous governmental authorities, such as the U.S. Environmental Protection Agency (“EPA”), analogous state agencies and, in certain circumstances, citizens’ groups, have the power to enforce compliance with these laws and regulations and the permits issued under them. Certain environmental laws may impose joint and several liability, without regard to fault or the legality of the original conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position. Moreover, accidental releases or spills of regulated substances may occur in the course of our operations, and we cannot assure that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons.

The following is a summary of the more significant existing environmental, health and safety laws and regulations to which our business operations are subject and for which compliance could have a material adverse impact on our capital expenditures, results of operations or financial position.

Hazardous Substances and Waste

The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes, regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. We are required to manage the transportation, storage and disposal of hazardous and non-hazardous wastes in compliance with RCRA.

The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. These persons include the owner or operator of the site where the release occurred, and anyone who disposed or arranged for the disposal of a hazardous substance released at the site. We currently own, lease, or operate numerous properties that have been used for manufacturing and other operations for many years. We also contract with waste removal services and landfills. These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial operations to prevent future contamination. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment.

Water Discharges

The Federal Water Pollution Control Act (the “Clean Water Act”) and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. A responsible party includes the owner or operator of a facility from which a discharge occurs. The Clean Water Act and analogous state laws provide for administrative, civil and criminal penalties for unauthorized discharges and, together with the Oil Pollution Act of 1990, impose rigorous requirements for spill prevention and response planning, as well as substantial potential liability for the costs of removal, remediation, and damages in connection with any unauthorized discharges. Pursuant to these laws and regulations, we may be required to obtain and maintain approvals or permits for the discharge of wastewater or storm water from our operations and may be required to develop and implement spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” in connection with on-site storage of significant quantities of oil, including refined petroleum products. We maintain all required discharge permits necessary to conduct our operations, and we believe we are in substantial compliance with their terms.

Air Emissions

The federal Clean Air Act and comparable state laws regulate emissions of various air pollutants through air emissions permitting programs and the imposition of other emission control requirements. In addition, the EPA has developed, and continues to develop, stringent regulations governing emissions of toxic air pollutants at specified sources. Non-compliance with air permits or other requirements of the federal Clean Air Act and associated state laws and regulations can result in the imposition of administrative, civil and criminal penalties, as well as the issuance of orders or injunctions limiting or prohibiting non-compliant operations. Over the next several years, we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions related issues. For example, in October 2015, the EPA lowered the National Ambient Air Quality Standard, or NAAQS, for ozone from 75 to 70 parts per billion. State implementation of the revised NAAQS could result in stricter air emissions permitting requirements, delay or prohibit our ability to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be significant. We do not believe that any of our operations are subject to the federal Clean Air Act permitting or regulatory requirements for major sources of air emissions, but some of our facilities could be subject to state “minor source” air permitting requirements and other state regulatory requirements applicable to air emissions.

Climate Change

The EPA has determined that emissions of carbon dioxide, methane and other “greenhouse gases” present an endangerment to public health and the environment because emissions of such gases are contributing to warming of the Earth’s atmosphere and other climatic changes. Based on these findings, the EPA has begun adopting and implementing regulations to restrict emissions of greenhouse gases under existing provisions of the federal Clean Air Act. The EPA has proposed various measures regulating the emission of greenhouse gases, including proposed performance standards for new and existing power plants, and pre-construction and operating permit requirements for certain large stationary sources already

subject to the Clean Air Act. The EPA has also adopted rules requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the United States, as well as onshore oil and gas production facilities, on an annual basis.

In addition, the United States Congress has from time to time considered adopting legislation to reduce emissions of greenhouse gases and many of the states have already taken legal measures to reduce emissions of greenhouse gases. For example, the state of California has adopted a "cap and trade program" that requires major sources of greenhouse gas emissions to acquire and surrender emission allowances. The number of allowances available for purchase is reduced each year in an effort to achieve the overall greenhouse gas emission reduction goal.

The adoption of legislation or regulatory programs in the U.S. or abroad designed to reduce emissions of greenhouse gases could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or reporting requirements. For example, in May 2016, the EPA finalized rules that establish new controls for emissions of methane from new, modified or reconstructed sources in the oil and natural gas source category, including production, processing, transmission and storage activities. The rules include first-time standards to address emissions of methane from equipment and processes across the source category, including hydraulically fractured oil and natural gas well completions. The federal Bureau of Land Management ("BLM") finalized similar rules in November 2016 that seek to limit methane emissions from oil and gas exploration and production activities on federal lands by restricting venting and flaring of gas, as well as the imposition of enhanced leak detection and repair requirements for certain equipment. These rules have the potential to impose significant costs on our customers. Also, new legislation or regulatory programs related to the control of greenhouse gas emissions could increase the cost of consuming, and thereby reduce demand for, the oil and gas produced by our customers. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations. Finally, it should be noted that some scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events. If any such effects were to occur, they could have an adverse effect on our business, financial condition and results of operations.

Hydraulic Fracturing

Hydraulic fracturing is an important and common practice in the oil and gas industry. The process involves the injection of water, sand and chemicals under pressure into a formation to fracture the surrounding rock and stimulate production of hydrocarbons. While we may provide supporting products through Blackhawk, we do not perform hydraulic fracturing, but many of our customers utilize this technique. Certain environmental advocacy groups and regulatory agencies have suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process, and have made claims that hydraulic fracturing techniques are harmful to surface water and drinking water resources and may cause earthquakes. Various governmental entities (within and outside the United States) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. For example, the EPA has already begun to regulate certain hydraulic fracturing operations involving diesel under the Underground Injection Control program of the federal Safe Drinking Water Act, and conducted a study to determine if additional regulation of hydraulic fracturing is warranted. In December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources, which concluded "water cycle" activities associated with hydraulic fracturing may impact drinking water sources "under some circumstances," noting that the following hydraulic fracturing water cycle activities and local - or regional - scale factors are more likely than others to result in more frequent or more severe impacts: water withdrawals for fracturing in times or areas of low water availability; surface spills during the management of fracturing fluids, chemicals or produced water; injection of fracturing fluids into wells with inadequate mechanical integrity; injection of fracturing fluids directly into groundwater resources; discharge of inadequately treated fracturing wastewater to surface waters; and disposal or storage of fracturing wastewater in unlined pits. In addition, the BLM finalized rules in March 2015 that impose new or more stringent standards for performing hydraulic fracturing on federal and American Indian lands. The U.S. District Court of Wyoming struck down these rules, but the decision has been appealed to the 10th Circuit Court of Appeals. A final decision has not yet been issued. The adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.

Employee Health and Safety

We are subject to a number of federal and state laws and regulations, including the Occupational Safety and Health Act ("OSHA") and comparable state statutes, establishing requirements to protect the health and safety of workers. In addition, the OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of the federal

Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and the public. Substantial fines and penalties can be imposed and orders or injunctions limiting or prohibiting certain operations may be issued in connection with any failure to comply with laws and regulations relating to worker health and safety.

We also operate in non-U.S. jurisdictions, which may impose similar legal requirements. We do not believe that compliance with existing environmental laws and regulations will have a material adverse impact on us. However, we also believe that it is reasonably likely that the trend in environmental legislation and regulation will continue toward stricter standards and, thus, we cannot give any assurance that we will not be adversely affected in the future.

Operating Risk and Insurance

We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations. In accordance with industry practice, however, we do not maintain insurance coverage against all of the operating risks to which our business is exposed. Therefore, there is a risk our insurance program may not be sufficient to cover any particular loss or all losses.

Currently, our insurance program includes, among other things, general liability, umbrella liability, sudden and accidental pollution, personal property, vehicle, workers’ compensation, and employer’s liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery.

Employees

At December 31, 2016 , we had approximately 3,000 employees worldwide. We are a party to collective bargaining agreements or other similar arrangements in certain international areas in which we operate, such as Brazil, Asia Pacific, Africa and Europe. We consider our relations with our employees to be satisfactory.

Available Information

Our principal executive offices are located at Mastenmakersweg 1, 1786 PB Den Helder, the Netherlands, and our telephone number at that address is +31 (0)22 367 0000. Our primary U.S. offices are located at 10260 Westheimer Rd., Houston, Texas 77042, and our telephone number at that address is (281) 966-7300. Our website address is www.franksinternational.com , and we make available free of charge through our website our Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC. Our website also includes general information about us, including our Corporate Governance Guidelines and charters for the Audit Committee, Compensation Committee and Nominating and Governance Committee of our Board of Supervisory Directors. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by SEC rules. Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this report.

Our common stock is traded on the NYSE under the symbol ("FI").

Materials we file with the SEC may be inspected without charge and copied, upon payment of a duplicating fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC.

Item 1A. Risk Factors

Risks Related to Our Business

You should carefully consider the risks described below together with the other information contained in this Form 10-K. Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our business depends on the level of activity in the oil and gas industry, which is significantly affected by oil and gas prices and other factors.

Our business depends on the level of activity in oil and gas exploration, development and production in market sectors worldwide. Oil and gas prices and market expectations of potential changes in these prices significantly affect this level of activity. However, higher commodity prices do not necessarily translate into increased drilling or well construction and completion activity, since customers’ expectations of future commodity prices typically drive demand for our services. The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect the demand for our services. Worldwide military, political and economic events have in the past contributed to oil and gas price volatility and are likely to do so in the future. The demand for our services may be affected by numerous factors, including:


•	the level of worldwide oil and gas exploration and production;


•	the cost of exploring for, producing and delivering oil and gas;


•	demand for energy, which is affected by worldwide economic activity and population growth;


•	the level of excess production capacity;


•	the discovery rate of new oil and gas reserves;


•	the ability of OPEC to set and maintain production levels for oil;


•	the level of production by non-OPEC countries;


•	U.S. and global political and economic uncertainty, socio-political unrest and instability or hostilities;


•	demand for, availability of and technological viability of, alternative sources of energy; and


•	technological advances affecting energy exploration, production, transportation and consumption.

Demand for our offshore services substantially depends on the level of activity in offshore oil and gas exploration, development and production. The level of offshore activity is historically cyclical and characterized by large fluctuations in response to relatively minor changes in a variety of factors, including oil and gas prices, which have had a material adverse effect on our business, financial condition and results of operations.

A significant amount of our U.S. onshore business is focused on unconventional shale resource plays. The demand for those services is substantially affected by oil and gas prices and market expectations of potential changes in these prices. Commodity prices have gone below a certain threshold for an extended period of time and demand for our services in the U.S. onshore market have been greatly reduced, having a material adverse effect on our business, financial condition and results of operations.

Oil and gas prices are extremely volatile and have fluctuated during the year ended December 31, 2016 , with average daily prices for New York Mercantile Exchange West Texas Intermediate ranging from a low of approximately $30/Bbl in February 2016 to a high of approximately $52/Bbl in December 2016 . Although average daily prices have increased slightly through 2017, any actual or anticipated reduction in oil or gas prices may reduce the level of exploration, drilling and production activities. The current price environment has already resulted in some capital budget reductions by our customers compared to prior years. Prolonged lower oil prices have resulted in softer demand for our services. Further, we have reduced pricing in some of our customer contracts in light of the volatility of the oil and gas market.

Furthermore, the oil and gas industry has historically experienced periodic downturns, which have been characterized by reduced demand for oilfield services and downward pressure on the prices we charge. A significant downturn in the oil and gas industry has adversely affected the demand for oilfield services and our business, financial condition and results of operations.

The downturn in the oil and gas industry has negatively affected and will likely continue to affect our ability to accurately predict customer demand, causing us to potentially hold excess or obsolete inventory and experience a reduction in gross margins and financial results.

We cannot accurately predict what or how many products our customers will need in the future. Orders are placed with our suppliers based on forecasts of customer demand and, in some instances, we may establish buffer inventories to accommodate anticipated demand. Our forecasts of customer demand are based on multiple assumptions, each of which may introduce errors into the estimates. In addition, many of our suppliers, such as those for certain of our standardized valves, require a longer lead time to provide products than our customers demand for delivery of our finished products. If we overestimate customer demand, we may allocate resources to the purchase of material or manufactured products that we may not be able to sell when we expect to, if at all. As a result, we would hold excess or obsolete inventory, which would reduce gross margin and adversely affect financial results. Conversely, if we underestimate customer demand or if insufficient manufacturing capacity is available, we would miss revenue opportunities and potentially lose market share and damage our customer relationships. In addition, any future significant cancellations or deferrals of product orders or the return of previously sold products could materially and adversely affect profit margins, increase product obsolescence and restrict our ability to fund our operations.

Physical dangers are inherent in our operations and may expose us to significant potential losses. Personnel and property may be harmed during the process of drilling for oil and gas.

Drilling for and producing oil and gas, and the associated services that we provide, include inherent dangers that may lead to property damage, personal injury, death or the discharge of hazardous materials into the environment. Many of these events are outside our control. Typically, we provide services at a well site where our personnel and equipment are located together with personnel and equipment of our customers and third parties, such as other service providers. At many sites, we depend on other companies and personnel to conduct drilling operations in accordance with applicable environmental laws and regulations and appropriate safety standards. From time to time, personnel are injured or equipment or property is damaged or destroyed as a result of accidents, failed equipment, faulty products or services, failure of safety measures, uncontained formation pressures, or other dangers inherent in drilling for oil and gas. With increasing frequency, our services are deployed on more challenging prospects, particularly deep water offshore drilling sites, where the occurrence of the types of events mentioned above can have an even more catastrophic impact on people, equipment and the environment. Such events may expose us to significant potential losses, which could adversely affect our business, financial condition and results of operations.

We are vulnerable to risks associated with our offshore operations that could negatively impact our business, financial condition and results of operations.

We conduct offshore operations in the U.S. Gulf of Mexico and almost every significant international offshore market, including Africa, Middle East, Latin America, Europe, the Asia Pacific region and several other producing regions. Our operations and financial results could be significantly impacted by conditions in some of these areas because we are vulnerable to certain unique risks associated with operating offshore, including those relating to:


•	hurricanes, ocean currents and other adverse weather conditions;


•	terrorist attacks, such as piracy;


•	failure of offshore equipment and facilities;


•	local and international political and economic conditions and policies and regulations related to offshore drilling;


•	unavailability of offshore drilling rigs in the markets that we operate;


•	the cost of offshore exploration for, and production and transportation of, oil and gas;


•	successful exploration for, and production and transportation of, oil and gas from onshore sources;


•	the availability and rate of discovery of new oil and gas reserves in offshore areas; and


•	the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production.

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations.

Our international operations and revenue expose us to political, economic and other uncertainties inherent to international business.

We have substantial international operations, and we intend to grow those operations further. For the years ended December 31, 2016 , 2015 and 2014 , international operations accounted for approximately 49 %, 45 % and 47 %, respectively, of our revenue. Our international operations are subject to a number of risks inherent in any business operating in foreign countries, including, but not limited to, the following:


•	political, social and economic instability;


•	potential expropriation, seizure or nationalization of assets;


•	deprivation of contract rights;


•	increased operating costs;


•	inability to collect revenues due to shortages of convertible currency;


•	unwillingness of foreign governments to make new onshore and offshore areas available for drilling;


•	civil unrest and protests, strikes, acts of terrorism, war or other armed conflict;


•	import/export quotas;


•	confiscatory taxation or other adverse tax policies;


•	continued application of foreign tax treaties;


•	currency exchange controls;


•	currency exchange rate fluctuations and devaluations;


•	restrictions on the repatriation of funds; and


•	other forms of government regulation which are beyond our control.

Instability and disruptions in the political, regulatory, economic and social conditions of the foreign countries in which we conduct business, including economically and politically volatile areas such as Africa, the Middle East, Latin America and the Asia Pacific region, could cause or contribute to factors that could have an adverse effect on the demand for the products and services we provide. Worldwide political, economic, and military events have contributed to oil and gas price volatility and are likely to continue to do so in the future. Depending on the market prices of oil and gas, oil and gas exploration and development companies may cancel or curtail their drilling programs, thereby reducing demand for our services.

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations.

To compete in our industry, we must continue to develop new technologies and products to support our tubular and other well construction services, secure and maintain patents related to our current and new technologies and products and protect and enforce our intellectual property rights.

The markets for our tubular and other well construction services are characterized by continual technological developments. While we believe that the proprietary products we have developed provide us with technological advances in providing services to our customers, substantial improvements in the scope and quality of the products in the market we operate may occur over a short period of time. If we are not able to develop commercially competitive products in a timely manner in response, our ability to service our customers’ demands may be adversely affected. Our future ability

to develop new products in order to support our services depends on our ability to design and produce products that allow us to meet the needs of our customers and third parties on an integrated basis, and obtain and maintain patent protection.

We may encounter resource constraints, technical barriers, or other difficulties that would delay introduction of new services and related products in the future. Our competitors may introduce new products or obtain patents before we do and achieve a competitive advantage. Additionally, the time and expense invested in product development may not result in commercial applications.

We currently hold multiple U.S. and international patents and have multiple pending patent applications for products and processes. Patent rights give the owner of a patent the right to exclude third parties from making, using, selling, and offering for sale the inventions claimed in the patents in the applicable country. Patent rights do not necessarily grant the owner of a patent the right to practice the invention claimed in a patent, but merely the right to exclude others from practicing the invention claimed in the patent. It may also be possible for a third party to design around our patents. Furthermore, patent rights have strict territorial limits. Some of our work will be conducted in international waters and would, therefore, not fall within the scope of any country’s patent jurisdiction. We may not be able to enforce our patents against infringement occurring in international waters and other “non-covered” territories. Also, we do not have patents in every jurisdiction in which we conduct business and our patent portfolio will not protect all aspects of our business and may relate to obsolete or unusual methods, which would not prevent third parties from entering the same market.

We attempt to limit access to and distribution of our technology and trade secrets by customarily entering into confidentiality agreements with our employees, customers and potential customers and suppliers. However, our rights in our confidential information, trade secrets, and confidential know-how will not prevent third parties from independently developing similar information. Publicly available information (for example, information in expired issued patents, published patent applications, and scientific literature) can also be used by third parties to independently develop technology. We cannot provide assurance that this independently developed technology will not be equivalent or superior to our proprietary technology.

In addition, we may become involved in legal proceedings from time to time to protect and enforce our intellectual property rights. Third parties from time to time may initiate litigation against us by asserting that the conduct of our business infringes, misappropriates or otherwise violates intellectual property rights. We may not prevail in any such legal proceedings related to such claims, and our products and services may be found to infringe, impair, misappropriate, dilute or otherwise violate the intellectual property rights of others. Any legal proceeding concerning intellectual property could be protracted and costly and is inherently unpredictable and could have a material adverse effect on our business, regardless of its outcome. Further, our intellectual property rights may not have the value that management believes them to have and such value may change over time as we and others develop new product designs and improvements.

Our tubular and other well construction services may be adversely affected by various laws and regulations in countries in which we operate relating to the equipment and operation of drilling units, oil and gas exploration and development, as well as import and export activities.

Governments in some foreign countries have been increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their countries, including local content requirements for participating in tenders for certain tubular and well construction services. We operate in several of these countries, including Angola, Nigeria, Indonesia, Malaysia, Brazil and Canada. Many governments favor or effectively require that contracts be awarded to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may result in inefficiencies or put us at a disadvantage when we bid for contracts against local competitors.

In addition, the shipment of goods, services and technology across international borders subjects us to extensive trade laws and regulations. Our import and export activities are governed by unique customs laws and regulations in each of the countries where we operate. Moreover, many countries control the import and export of certain goods, services and technology and impose related import and export recordkeeping and reporting obligations. Governments

also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities, and we are also subject to the U.S. anti-boycott law. In addition, certain anti-dumping regulations in the foreign countries in which we operate may prohibit us from purchasing pipe from certain suppliers.

The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting our operations. A global economic downturn may increase some foreign governments’ efforts to enact, enforce, amend or interpret laws and regulations as a method to increase revenue. Materials that we import can be delayed and denied for varying reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and regulatory regimes. Shipping delays or denials could cause unscheduled operational downtime. Any failure to comply with these applicable legal and regulatory obligations also could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, seizure of shipments and loss of import and export privileges.

We may be exposed to unforeseen risks in our services and product manufacturing, which could adversely affect our results of operations.

We operate a number of manufacturing facilities to support our tubular and other well construction services. In addition, we also manufacture certain products, including large OD pipe connectors that we sell directly to external customers. The equipment and management systems necessary for such operations may break down, perform poorly or fail, resulting in fluctuations in manufacturing efficiencies. Additionally, some of our U.S. onshore business may be conducted under fixed price or “turnkey” contracts. Under fixed price contracts, we agree to perform a defined scope of work for a fixed price. Prices for these contracts are based largely upon estimates and assumptions relating to project scope and specifications, personnel and material needs.

Fluctuations in our manufacturing process and inaccurate estimates and assumptions used in our projects may occur due to factors out of our control, resulting in cost overruns, which we may be required to absorb and could have a material adverse effect on our business, financial condition and results of operations. Such fluctuations or incorrect estimates may affect our ability to deliver services and products to our customers on a timely basis and we may suffer financial penalties and a diminution of our commercial reputation and future product orders, which could adversely affect our business, financial condition and results of operations.

We may be unable to employ a sufficient number of skilled and qualified workers to sustain or expand our current operations.

The delivery of our tubular and other well construction services requires personnel with specialized skills and experience. Our ability to be productive and profitable will depend upon our ability to employ and retain skilled workers. In addition, our ability to expand our operations depends in part on our ability to increase the size of our skilled labor force. The demand for skilled workers is high, the supply can be limited in certain jurisdictions, and the cost to attract and retain qualified personnel has increased over the past few years. In addition, we are currently a party to collective bargaining or similar agreements in certain international areas in which we operate, which could result in increases in the wage rates that we must pay to retain our employees. Furthermore, a significant increase in the wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay, or both. If any of these events were to occur, our capacity could be diminished, our ability to respond quickly to customer demands or strong market conditions may be inhibited and our growth potential could be impaired, any of which could have a material adverse effect on our business, financial condition and results of operations.

We operate in an intensively competitive industry, and if we fail to compete effectively, our business will suffer.

Our competitors may attempt to increase their market share by reducing prices, or our customers may adopt competing technologies. The drilling industry is driven primarily by cost minimization, and our strategy is aimed at reducing drilling costs through the application of new technologies. Our competitors, many of whom have a more diverse product line and access to greater amounts of capital than we do, have the ability to compete against the cost

savings generated by our technology by reducing prices and by introducing competing technologies. Our competitors may also have the ability to offer bundles of products and services to customers that we do not offer. We have limited resources to sustain prolonged price competition and maintain the level of investment required to continue the commercialization and development of our new technologies. Any failure to continue to do so could adversely affect our business, financial condition or results of operations.

Our business depends upon our ability to source low cost raw materials and components, such as steel castings and forgings. Increased costs of raw materials and other components may result in increased operating expenses.

Our ability to source low cost raw materials and components, such as steel castings and forgings, is critical to our ability to manufacture our drilling products competitively and, in turn, our ability to provide onshore and offshore drilling services. Should our current suppliers be unable to provide the necessary raw materials or components or otherwise fail to deliver such materials and components timely and in the quantities required, resulting delays in the provision of products or services to customers could have a material adverse effect on our business.

In particular, we have experienced increased costs in recent years due to rising steel prices. There is also strong demand within the industry for forgings, castings and outsourced coating services necessary for us to make our products. We cannot assure that we will be able to continue to purchase these raw materials on a timely basis or at historical prices. Our results of operations may be adversely affected by our inability to manage the rising costs and availability of raw materials and components used in our products.

We are subject to the risk of supplier concentration.

Certain of our product lines (in the Tubular Sales Segment - 18.0% of revenue for the year ended December 31, 2016 and Blackhawk Segment - 2.0% of revenue for the two months ended December 31, 2016 ) depend on a limited number of third party suppliers. The suppliers for the Tubular Sales Segment are concentrated in Japan (2) and Germany (2) and are vendors for pipe (driven by customer requirements) while the two suppliers for the Blackhawk Segment are concentrated in the U.S. and are suppliers for supply composite and elastomer technologies. As a result of this concentration in some of our supply chains, our business and operations could be negatively affected if our key suppliers were to experience significant disruptions affecting the price, quality, availability or timely delivery of their products. The partial or complete loss of any one of our key suppliers, or a significant adverse change in the relationship with any of these suppliers, through consolidation or otherwise, would limit our ability to manufacture or sell certain of our products.

Our tubular and other well construction services are provided in connection with operations that are subject to potential hazards inherent in the oil and gas industry, and, as a result, we are exposed to potential liabilities that may affect our financial condition and reputation.

Our tubular and other well construction services are provided in connection with potentially hazardous drilling, completion and production applications in the oil and gas industry where an accident can potentially have catastrophic consequences. This is particularly true in deep water operations. Risks inherent to these applications, such as equipment malfunctions and failures, equipment misuse and defects, explosions, blowouts and uncontrollable flows of oil, gas or well fluids and natural disasters, on land or in deep water or shallow water environments, can cause personal injury, loss of life, suspension of operations, damage to formations, damage to facilities, business interruption and damage to or destruction of property, surface water and drinking water resources, equipment and the environment. If our services fail to meet specifications or are involved in accidents or failures, we could face warranty, contract, fines or other litigation claims, which could expose us to substantial liability for personal injury, wrongful death, property damage, loss of oil and gas production, pollution and other environmental damages. Our insurance policies may not be adequate to cover all liabilities. Further, insurance may not be generally available in the future or, if available, insurance premiums may make such insurance commercially unjustifiable. Moreover, even if we are successful in defending a claim, it could be time-consuming and costly to defend.

In addition, the frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators. In particular, our customers may elect not to purchase our services if they

view our safety record as unacceptable, which could cause us to lose customers and substantial revenues. In addition, these risks may be greater for us because we may acquire companies that have not allocated significant resources and management focus to safety and have a poor safety record requiring rehabilitative efforts during the integration process and we may incur liabilities for losses before such rehabilitation occurs.

The imposition of stringent restrictions or prohibitions on offshore drilling by any governing body may have a material adverse effect on our business.

Events in recent years have heightened environmental and regulatory concerns about the oil and gas industry. From time to time, governing bodies have enacted and may propose legislation or regulations that would materially limit or prohibit offshore drilling in certain areas. If laws are enacted or other governmental action is taken that restrict or prohibit offshore drilling in our expected areas of operation, our expected future growth in offshore services could be reduced and our business could be materially adversely affected.

For example, in April 2015 the Bureau of Safety and Environmental Enforcements published a proposed rule containing more stringent standards relating to well control equipment used in connection with offshore well drilling operations. The proposed standards focus on blowout preventers, along with well design, well control, casing, cementing, real-time well monitoring, and subsea containment requirements. If the new regulations, operating procedures and possibility of increased legal liability are viewed by our current or future customers as a significant increased financial burden on drilling projects in the U.S. Gulf of Mexico for other potentially more profitable regions, drillships and other floating rigs could depart the U.S. Gulf of Mexico, which would likely affect the supply and demand for our equipment and services. In addition, government agencies could issue new safety and environmental guidelines or regulations for drilling in the U.S. Gulf of Mexico that could disrupt or delay drilling operations, increase the cost of drilling operations or reduce the area of operations for drilling. All of these uncertainties could result in a reduced demand for our equipment and services, which could have an adverse effect on our business.

We may not be fully indemnified against financial losses in all circumstances where damage to or loss of property, personal injury, death or environmental harm occur.

As is customary in our industry, our contracts typically provide that our customers indemnify us for claims arising from the injury or death of their employees, the loss or damage of their equipment, damage to the reservoir and pollution emanating from the customer’s equipment or from the reservoir (including uncontained oil flow from a reservoir). Conversely, we typically indemnify our customers for claims arising from the injury or death of our employees, the loss or damage of our equipment, or pollution emanating from our equipment. Our contracts typically provide that our customer will indemnify us for claims arising from catastrophic events, such as a well blowout, fire or explosion.

Our indemnification arrangements may not protect us in every case. For example, from time to time (i) we may enter into contracts with less favorable indemnities or perform work without a contract that protects us, (ii) our indemnity arrangements may be held unenforceable in some courts and jurisdictions or (iii) we may be subject to other claims brought by third parties or government agencies. Furthermore, the parties from which we seek indemnity may not be solvent, may become bankrupt, may lack resources or insurance to honor their indemnities, or may not otherwise be able to satisfy their indemnity obligations to us. The lack of enforceable indemnification could expose us to significant potential losses.

Further, our assets generally are not insured against loss from political violence such as war, terrorism or civil unrest. If any of our assets are damaged or destroyed as a result of an uninsured cause, we could recognize a loss of those assets.

We may incur liabilities, fines, penalties or additional costs, or we may be unable to provide services to certain customers, if we do not maintain safe operations.

If we fail to comply with safety regulations or maintain an acceptable level of safety in connection with our tubular or other well construction services, we may incur fines, penalties or other liabilities or may be held criminally liable. We expect to incur additional costs over time to upgrade equipment or conduct additional training or otherwise incur

costs in connection with compliance with safety regulations. Failure to maintain safe operations or achieve certain safety performance metrics could disqualify us from doing business with certain customers, particularly major oil companies. Because we provide tubular and other well construction services to a large number of major oil companies, any such failure could adversely affect our business, financial condition and results of operations.

The industry in which we operate is undergoing continuing consolidation that may impact results of operations.

Some of our largest customers have consolidated in recent years and are using their size and purchasing power to achieve economies of scale and pricing concessions. This consolidation may result in reduced capital spending by such customers or the acquisition of one or more of our other primary customers, which may lead to decreased demand for our products and services. If we cannot maintain sales levels for customers that have consolidated or replace such revenues with increased business activities from other customers, this consolidation activity could have a significant negative impact on our business, financial condition and results of operations. We are unable to predict what effect consolidations in our industry may have on prices, capital spending by customers, selling strategies, competitive position, ability to retain customers or ability to negotiate favorable agreements with customers.

Our operations and our customers’ operations are subject to a variety of governmental laws and regulations that may increase our costs, limit the demand for our services and products or restrict our operations.

Our business and our customers’ businesses may be significantly affected by:


•	federal, state and local and non-U.S. laws and other regulations relating to oilfield operations, worker safety and protection of the environment;


•	changes in these laws and regulations; and


•	the level of enforcement of these laws and regulations.

In addition, we depend on the demand for our services and products from the oil and gas industry. This demand is affected by changing taxes, price controls and other laws and regulations relating to the oil and gas industry in general. For example, the adoption of laws and regulations curtailing exploration and development drilling for oil and gas for economic or other policy reasons could adversely affect our operations by limiting demand for our products. In addition, some non-U.S. countries may adopt regulations or practices that give advantage to indigenous oil companies in bidding for oil leases, or require indigenous companies to perform oilfield services currently supplied by international service companies. To the extent that such companies are not our customers, or we are unable to develop relationships with them, our business may suffer. We cannot determine the extent to which our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations.

Because of our non-U.S. operations and sales, we are also subject to changes in non-U.S. laws and regulations that may encourage or require hiring of local contractors or require non-U.S. contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. If we fail to comply with any applicable law or regulation, our business, financial condition and results of operations may be adversely affected.

An inability to obtain visas and work permits for our employees on a timely basis could negatively affect our operations and have an adverse effect on our business.

Our ability to provide services worldwide depends on our ability to obtain the necessary visas and work permits for our personnel to travel in and out of, and to work in, the jurisdictions in which we operate. Governmental actions in some of the jurisdictions in which we operate may make it difficult for us to move our personnel in and out of these jurisdictions by delaying or withholding the approval of these permits. If we are not able to obtain visas and work permits for the employees we need for conducting our tubular and other well construction services on a timely basis, we might not be able to perform our obligations under our contracts, which could allow our customers to cancel the contracts. If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, our business, financial condition and results of operations could be materially adversely affected.

Our operations are subject to environmental and operational safety laws and regulations that may expose us to significant costs and liabilities.

Our operations are subject to numerous stringent and complex laws and regulations governing the discharge of materials into the environment, health and safety aspects of our operations, or otherwise relating to occupational health and safety and environmental protection. These laws and regulations may, among other things, regulate the management and disposal of hazardous and non-hazardous wastes; require acquisition of environmental permits related to our operations; restrict the types, quantities, and concentrations of various materials that can be released into the environment; limit or prohibit operational activities in certain ecologically sensitive and other protected areas; regulate specific health and safety criteria addressing worker protection; require compliance with operational and equipment standards; impose testing, reporting and record-keeping requirements; and require remedial measures to mitigate pollution from former and ongoing operations. Failure to comply with these laws and regulations or to obtain or comply with permits may result in the assessment of administrative, civil and criminal penalties, imposition of remedial or corrective action requirements and the imposition of injunctions to prohibit certain activities or force future compliance. Certain environmental laws may impose joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment.

The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment. The implementation of new laws and regulations could result in materially increased costs, stricter standards and enforcement, larger fines and liability and increased capital expenditures and operating costs, particularly for our customers.

Our operations in countries outside of the United States are subject to a number of U.S. federal laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act, as well as trade sanctions administered by the Office of Foreign Assets Control and the Commerce Department.

We operate internationally and in some countries with high levels of perceived corruption commonly gauged according to the Transparency International Corruption Perceptions Index. We must comply with complex foreign and U.S. laws including the United States Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010 and the United Nations Convention Against Corruption, which prohibit engaging in certain activities to obtain or retain business or to influence a person working in an official capacity. We do business and may in the future do additional business in countries and regions in which we may face, directly or indirectly, corrupt demands by officials, tribal or insurgent organizations, or by private entities in which corrupt offers are expected or demanded. Furthermore, many of our operations require us to use third parties to conduct business or to interact with people who are deemed to be governmental officials under the anticorruption laws. Thus, we face the risk of unauthorized payments or offers of payments or other things of value by our employees, contractors or agents. It is our policy to implement compliance procedures to prohibit these practices. However, despite those safeguards and any future improvements to them, our employees, contractors, and agents may engage in conduct for which we might be held responsible, regardless of whether such conduct occurs within or outside the United States. We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures. In addition, our non-U.S. competitors that are not subject to the FCPA or similar anticorruption laws may be able to secure business or other preferential treatment in such countries by means that such laws prohibit with respect to us. A violation of any of these laws, even if prohibited by our policies, may result in severe criminal and/or civil sanctions and other penalties, and could have a material adverse effect on our business. Actual or alleged violations could damage our reputation, be expensive to defend, and impair our ability to do business.

Compliance with U.S. regulations on trade sanctions and embargoes administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) also poses a risk to us. We cannot provide products or services to certain countries subject to U.S. or other international trade sanctions. Furthermore, the laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. Any failure to comply with applicable legal and regulatory trading obligations could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments and loss of import and export privileges.

Compliance with and changes in laws could be costly and could affect operating results.

We have operations in the U.S. and in approximately 60 countries that can be impacted by expected and unexpected changes in the legal and business environments in which we operate. Political instability and regional issues in many of the areas in which we operate may contribute to such changes with greater significance or frequency. Our ability to manage our compliance costs and compliance programs will impact our business, financial condition and results of operations. Compliance-related issues could also limit our ability to do business in certain countries. Changes that could impact the legal environment include new legislation, new regulations, new policies, investigations and legal proceedings and new interpretations of existing legal rules and regulations, in particular, changes in export control laws or exchange control laws, additional restrictions on doing business in countries subject to sanctions and changes in laws in countries where we operate or intend to operate.

Restrictions on emissions of greenhouse gases could increase our operating costs or reduce demand for our products.

Environmental advocacy groups and regulatory agencies in the United States and other countries have focused considerable attention on emissions of carbon dioxide, methane and other "greenhouse gases" and their potential role in climate change. The EPA has already begun to regulate greenhouse gas emissions under existing provisions of the federal Clean Air Act, and the state of California has established a “cap-and-trade” program requiring state-wide annual reductions in emission of greenhouse gases. For example, in May 2016, the EPA finalized rules that establish new controls for emissions of methane for new, modified or reconstructed sources in the oil and natural gas source category, including production, processing, transmission and storage activities. The rules include first-time standards to address emissions of methane form equipment and processes across the source category, including hydraulically fractured oil and natural gas well completions. The BLM finalized similar rules in November 2016 that seek to limit methane emissions from oil and gas exploration and production activities on federal lands by restricting venting and flaring of gas, as well as the imposition of enhanced leak detection and repair requirements for certain equipment. These rules have the potential to impose significant costs on our customers. The adoption of additional legislation or regulatory programs to reduce emissions of greenhouse gases could require us to incur increased operating costs to comply with new emissions-reduction or reporting requirements. Also any legislation or regulatory programs related to the control of greenhouse gas emissions could increase the cost of consuming, and thereby reduce demand for, hydrocarbons that our customers produce, which could impact demand for our services. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations. Finally, some scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events.

We face risks related to natural disasters and pandemic diseases, which could result in severe property damage or materially and adversely disrupt our operations and affect travel required for our worldwide operations.

Some of our operations involve risks of, among other things, property damage, which could curtail our operations. For example, disruptions in operations or damage to a manufacturing plant could reduce our ability to produce products and satisfy customer demand. In particular, we have offices and manufacturing facilities in Houston, Texas and Houma and Lafayette, Louisiana as well as in various places throughout the Gulf Coast region of the United States. These offices and facilities are particularly susceptible to severe tropical storms and hurricanes, which may disrupt our operations. If one or more manufacturing facilities we own are damaged by severe weather or any other disaster, accident, catastrophe or event, our operations could be significantly interrupted. Similar interruptions could result from damage to production or other facilities that provide supplies or other raw materials to our plants or other stoppages arising from factors beyond our control. These interruptions might involve significant damage to, among other things, property, and repairs might take from a week or less for a minor incident to many months or more for a major interruption.

In addition, a portion of our business involves the movement of people and certain parts and supplies to or from foreign locations. Any restrictions on travel or shipments to and from foreign locations, due to the occurrence of natural disasters such as earthquakes, floods or hurricanes, or an epidemic or outbreak of diseases, including the H1N1 virus

and the avian flu, in these locations, could significantly disrupt our operations and decrease our ability to provide services to our customers. In addition, our local workforce could be affected by such an occurrence or outbreak which could also significantly disrupt our operations and decrease our ability to provide services to our customers.

Our exposure to currency exchange rate fluctuations may result in fluctuations in our cash flows and could have an adverse effect on our financial condition and results of operations.

From time to time, fluctuations in currency exchange rates could be material to us depending upon, among other things, the principal regions in which we provide tubular or well construction services. For the year ended December 31, 2016 , on a U.S. dollar-equivalent basis, approximately 25 % of our revenue was represented by currencies other than the U.S. dollar. In particular, we are sensitive to fluctuations in currency exchange rates between the U.S. dollar and each of the Euro, Norwegian Krone, British Pound, Canadian Dollar, Venezuelan Bolivar and Brazilian Real. There may be instances in which costs and revenue will not be matched with respect to currency denomination. As a result, to the extent that we continue our expansion on a global basis, as expected, we expect that increasing portions of revenue, costs, assets and liabilities will be subject to fluctuations in foreign currency valuations. We may experience economic loss and a negative impact on earnings or net assets solely as a result of foreign currency exchange rate fluctuations. Further, the markets in which we operate could restrict the removal or conversion of the local or foreign currency, resulting in our inability to hedge against these risks.

Seasonal and weather conditions could adversely affect demand for our services and operations.

Weather can have a significant impact on demand as consumption of energy is seasonal, and any variation from normal weather patterns, such as cooler or warmer summers and winters, can have a significant impact on demand. Adverse weather conditions, such as hurricanes and ocean currents in the U.S. Gulf of Mexico or typhoons in the Asia Pacific region, may interrupt or curtail our operations, or our customers’ operations, cause supply disruptions and result in a loss of revenue and damage to our equipment and facilities, which may or may not be insured. Extreme winter conditions in Canada, Russia or the North Sea may interrupt or curtail our operations, or our customers’ operations, in those areas and result in a loss of revenue.

Legislation or regulations restricting the use of hydraulic fracturing could reduce demand for our services.

Hydraulic fracturing is an important and common practice in the oil and gas industry. The process involves the injection of water, sand and chemicals under pressure into a formation to fracture the surrounding rock and stimulate production of hydrocarbons. While we may provide supporting products through Blackhawk, we do not perform hydraulic fracturing, but many of our customers utilize this technique. Certain environmental advocacy groups and regulatory agencies have suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process, and have made claims that hydraulic fracturing techniques are harmful to surface water and drinking water resources and may cause earthquakes. Various governmental entities (within and outside the United States) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. For example, in December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources, which concluded that "water cycle" activities associated with hydraulic fracturing may impact drinking water sources "under some circumstances," noting that the following hydraulic fracturing water cycle activities and local- or regional-scale factors are more likely than others to result in more frequent or more severe impacts: water withdrawals for fracturing in times or areas of low water availability; surface spills during the management of fracturing fluids, chemicals or produced water; injection of fracturing fluids into wells with inadequate mechanical integrity; injection of fracturing fluids directly into groundwater resources; discharge of inadequately treated fracturing wastewater to surface waters; and disposal or storage of fracturing wastewater in unlined pits. The EPA has also taken steps to regulate certain aspects of hydraulic fracturing. In addition, the BLM finalized rules in March 2015 that impose new or more stringent standards for performing hydraulic fracturing on federal and American Indian lands. The U.S. District Court of Wyoming struck down these rules, but the decision has been appealed to the 10th Circuit Court of Appeals. A final decision has not yet been issued. The adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.

Customer credit risks could result in losses.

The concentration of our customers in the energy industry may impact our overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions. Those countries that rely heavily upon income from hydrocarbon exports would be hit particularly hard by a drop in oil prices. Further, laws in some jurisdictions in which we operate could make collection difficult or time consuming. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations.

Furthermore, some of our customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to us. To the extent one or more of our key customers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code and similar international laws. Any material nonpayment or nonperformance by our key customers could adversely affect our business, financial condition and results of operations.

We may be unable to identify or complete acquisitions or strategic alliances.

We expect that acquisitions and strategic alliances will be an important element of our business strategy going forward. We can give no assurance that we will be able to identify and acquire additional businesses or negotiate with suitable venture partners in the future on terms favorable to us or that we will be able to integrate successfully the assets and operations of acquired businesses with our own business. Any inability on our part to integrate and manage the growth of acquired businesses may have a material adverse effect on our business, financial condition and results of operations.

Our executive officers and certain key personnel are critical to our business, and these officers and key personnel may not remain with us in the future.

Our future success depends in substantial part on our ability to hire and retain our executive officers and other key personnel who possess extensive expertise, talent and leadership and are critical to our success. The diminution or loss of the services of these individuals, or other integral key personnel affiliated with entities that we acquire in the future, could have a material adverse effect on our business. Furthermore, we may not be able to enforce all of the provisions in any agreement we have entered into with certain of our executive officers, and such agreements may not otherwise be effective in retaining such individuals. In addition, we may not be able to retain key employees of entities that we acquire in the future. This may impact our ability to successfully integrate or operate the assets we acquire.

Control of oil and gas reserves by state-owned oil companies may impact the demand for our services and create additional risks in our operations.

Much of the world’s oil and gas reserves are controlled by state-owned oil companies, and we provide tubular and other well construction services for a number of those companies. State-owned oil companies may require their contractors to meet local content requirements or other local standards, such as joint ventures, that could be difficult or undesirable for us to meet. The failure to meet the local content requirements and other local standards may adversely impact our operations in those countries. In addition, our ability to work with state-owned oil companies is subject to our ability to negotiate and agree upon acceptable contract terms.

Risks Related to Our Corporate Structure

We are a holding company and our sole material assets are our direct and indirect equity interests in FICV and Blackhawk Group Holding, Inc. and we are accordingly dependent upon distributions from FICV to pay taxes, make payments under the tax receivable agreement, and pay dividends.

We are a holding company and have no material assets other than our direct and indirect equity interests in FICV and Blackhawk. We have no independent means of generating revenue. We intend to cause FICV and/or Blackhawk, to make distributions in an amount sufficient to cover (i) all applicable taxes at assumed tax rates, (ii) payments under the tax receivable agreement we entered into with Mosing Holdings in connection with the IPO and (iii) dividends, if any, declared by us. To the extent that we need funds and FICV, Blackhawk, or its subsidiaries is restricted from making such distributions under applicable law or regulation or under the terms of their financing or other contractual arrangements, or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

The Mosing family holds a majority of the total voting power of the Company's common stock (the "FINV Stock") and, accordingly, has substantial control over our management and affairs.

The Mosing family (through Mosing Holdings and the various holding entities of the Mosing family members) currently controls approximately 78% of the total voting power entitled to vote at annual or special meetings. The Mosing family members have entered into a voting agreement with respect to the shares they own. Accordingly, the Mosing family has the ability (but not the requirement) to dictate on an annual basis who will comprise our board of supervisory directors nominated to the shareholders, thus being able to control our management and affairs. Moreover, pursuant to our amended and restated articles of association, our board of directors will consist of no more than nine individuals. The Mosing family has the right to recommend one director for nomination to the supervisory board for each 10% of the outstanding FINV Stock they collectively beneficially own, up to a maximum of five directors. The remaining directors are nominated by our supervisory board. Our supervisory board consists of nine members, three of whom are members of the Mosing family. As a result, members of the Mosing family have meaningful influence over us and potential conflicts may arise. In addition, the Mosing family will be able to determine the outcome of all matters requiring shareholder approval, including mergers, amendments of our articles of association and other material transactions, and will be able to cause or prevent a change in the composition of our supervisory board or a change in control of our company that could deprive our shareholders of an opportunity to receive a premium for their common stock as part of a sale of our company. The existence of significant shareholders may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company. So long as the Mosing family continues to own a significant amount of the FINV Stock, even if such amount represents less than 50% of the aggregate voting power, it will continue to be able to strongly influence all matters requiring shareholder approval, regardless of whether or not other shareholders believe that the transaction is in their own best interests.

The Mosing family may have interests that conflict with holders of shares of our common stock.

The Mosing family may have conflicting interests with other holders of shares of our common stock. For example, the Mosing family may have different tax positions from us or other holders of shares of our common stock which could influence their decisions regarding whether and when to cause us to dispose of assets, whether and when to cause us to incur new or refinance existing indebtedness, especially in light of the existence of the tax receivable agreement that we entered into in connection with the IPO. In addition, the structuring of future transactions may take into consideration the Mosing family’s tax or other considerations even where no similar benefit would accrue to us.

We are required under the tax receivable agreement to pay Mosing Holdings or its permitted transferees for certain tax benefits we may claim, and the amounts we may pay could be significant.

We entered into the tax receivable agreement with FICV and Mosing Holdings in connection with the IPO. This agreement generally provides for the payment by us of 85% of actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax in periods after the IPO as a result of (i) the tax basis increases resulting

from the transfer of FICV interests to us in connection with the conversion of shares of Preferred Stock into shares of our common stock and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the tax receivable agreement. In addition, the tax receivable agreement provides for interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the tax receivable agreement.

The payment obligations under the tax receivable agreement are our obligations and are not obligations of FICV. The term of the tax receivable agreement continues until all such tax benefits have been utilized or expired, unless we exercise our sole right to terminate the tax receivable agreement early.

Estimating the timing of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The timing of any payments under the tax receivable agreement will vary depending upon a number of factors, including the amount and timing of the taxable income we realize in the future and the tax rate then applicable, our use of loss carryovers and the portion of our payments under the tax receivable agreement constituting imputed interest or depreciable or amortizable basis. We expect that the payments that we will be required to make under the tax receivable agreement will be substantial. There may be a substantial negative impact on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the tax receivable agreement exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement or (ii) distributions to us by FICV are not sufficient to permit us to make payments under the tax receivable agreement subsequent to the payment of our taxes and other obligations. The payments under the tax receivable agreement are not conditioned upon a holder of rights under a tax receivable agreement having a continued ownership interest in either FICV or us. While we may defer payments under the tax receivable agreement to the extent we do not have sufficient cash to make such payments, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the tax receivable agreement or certain mergers or changes of control, any such unpaid obligation will accrue interest. Additionally, during any such deferral period, we are prohibited from paying dividends on our common stock.

In certain cases, payments under the tax receivable agreement to Mosing Holdings or its permitted transferees may be accelerated or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the tax receivable agreement.

The tax receivable agreement provides that we may terminate it early. If we elect to exercise our sole right to terminate the tax receivable agreement early, we are required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the tax receivable agreement (based upon certain assumptions and deemed events set forth in the tax receivable agreement, including the assumption that we have sufficient taxable income to fully utilize such benefits and that any interests in FICV that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the tax receivable agreement are similarly accelerated following certain mergers or other changes of control. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the tax receivable agreement were terminated on December 31, 2016 , the estimated termination payment would be approximately $105.3 million (calculated using a discount rate of 4.96% ). The foregoing number is merely an estimate and the actual payment could differ materially. There can be no assurance that we will be able to finance our obligations under the tax receivable agreement. If we were unable to finance our obligations due under the tax receivable agreement, we would be in breach of the agreement. Any such breach could adversely affect our business, financial condition or results of operations.

Payments under the tax receivable agreement will be based on the tax reporting positions that we will determine. Although we are not aware of any issue that would cause the Internal Revenue Service (the “IRS”) to challenge a tax basis increase or other benefits arising under the tax receivable agreement, the holders of rights under the tax receivable agreement will not reimburse us for any payments previously made under the tax receivable agreement if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess. As a result,

in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect our liquidity.

Risks Related to Our Common Stock

Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity may dilute your ownership in us.

In August 2016, we received a notice from Mosing Holdings exercising its right to exchange (the “Exchange Right”) for an equivalent number of each of the following securities for common shares: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 units in FICV. We issued 52,976,000 common shares to Mosing Holdings on August 26, 2016. As a result, there are no remaining issued Preferred Shares. Mosing Holdings also transferred its limited partnership interest in FICV to FINV as Mosing Holdings has withdrawn as limited partner of FICV and FINV has been admitted in Mosing Holding's place.

As of February 22, 2017 , we had 222,487,081 outstanding shares of our common stock. We may sell additional shares of common stock in subsequent public offerings. Members of the Mosing family own, both directly and indirectly (through Mosing Holdings), approximately 173,752,764 shares of common stock. These shares represent approximately 78% of our total outstanding FINV Stock. All of these shares may be sold into the market in the future.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

We are a “controlled company” within the meaning of the NYSE rules and qualify for and have the ability to rely on exemptions from certain NYSE corporate governance requirements.

Because the Mosing family beneficially owns a majority of our outstanding common stock, we are a “controlled company” as that term is set forth in Section 303A of the NYSE Listed Company Manual. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with certain NYSE corporate governance requirements, including:


•	the requirement that a majority of its supervisory board consist of independent directors;


•	the requirement that its nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and


•	the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

These requirements will not apply to us as long as we remain a “controlled company.” So long as members of the Mosing family control the outstanding common stock representing at least a majority of the outstanding voting power in FINV, we may utilize these exemptions. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE. Please note that we currently have a majority of independent directors on our supervisory board as well as a compensation committee and nominating and governance committee comprised entirely of independent directors. However, the significant ownership interest held by the Mosing family could adversely affect investors’ perceptions of our corporate governance.

Our declaration of dividends is within the discretion of our management board, with the approval of our supervisory board, and subject to certain limitations under Dutch law, and there can be no assurance that we will pay dividends.

Our dividend policy is within the discretion of our management board, with the approval of our supervisory board, and the amount of future dividends, if any, will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities. We can provide no assurance that we will pay dividends on our common stock. No dividends on our common stock will accrue in arrears. In addition, Dutch law contains certain restrictions on a company’s ability to pay cash dividends, and we can provide no assurance that those restrictions will not prevent us from paying a dividend in future periods.

As a Dutch company with limited liability, the rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. agencies.

We are a Dutch company with limited liability ( Naamloze Vennootschap ). Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The rights of shareholders and the responsibilities of members of our management board and supervisory board may be different from those in companies governed by the laws of U.S. jurisdictions.

For example, resolutions of the general meeting of shareholders may be taken with majorities different from the majorities required for adoption of equivalent resolutions in, for example, Delaware corporations. Although shareholders will have the right to approve legal mergers or demergers, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a legal merger or demerger of a company.

In addition, if a third party is liable to a Dutch company, under Dutch law shareholders generally do not have the right to bring an action on behalf of the company or to bring an action on their own behalf to recover damages sustained as a result of a decrease in value, or loss of an increase in value, of their ordinary shares. Only in the event that the cause of liability of such third party to the company also constitutes a tortious act directly against such shareholder and the damages sustained are permanent, may that shareholder have an individual right of action against such third party on its own behalf to recover damages. The Dutch Civil Code provides for the possibility to initiate such actions collectively. A foundation or an association whose objective, as stated in its articles of association, is to protect the rights of persons having similar interests may institute a collective action. The collective action cannot result in an order for payment of monetary damages but may result in a declaratory judgment ( verklaring voor recht ), for example declaring that a party has acted wrongfully or has breached a fiduciary duty. The foundation or association and the defendant are permitted to reach (often on the basis of such declaratory judgment) a settlement which provides for monetary compensation for damages. A designated Dutch court may declare the settlement agreement binding upon all the injured parties, whereby an individual injured party will have the choice to opt-out within the term set by the court (at least three months). Such individual injured party, may also individually institute a civil claim for damages within the before mentioned term.

Furthermore, certain provisions of Dutch corporate law have the effect of concentrating control over certain corporate decisions and transactions in the hands of our management board and supervisory board. As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of our management board and supervisory board than if we were incorporated in the United States.

In the performance of its duties, our management board and supervisory board will be required by Dutch law to act in the interest of the company and its affiliated business, and to consider the interests of our company, our shareholders, our employees and other stakeholders in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, interests of our shareholders.

Our articles of association and Dutch corporate law contain provisions that may discourage a takeover attempt.

Provisions contained in our amended and restated articles of association and the laws of the Netherlands could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Provisions

of our articles of association impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. Among other things, these provisions:


•	authorize our management board, with the approval of our supervisory board, for a period of five years (which period is proposed to be renewed as per the 2017 annual general meeting on May 19, 2017) to issue common stock, including for defensive purposes, without shareholder approval; and


•	do not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.

These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our management.

It may be difficult for you to obtain or enforce judgments against us or some of our executive officers and directors in the United States or the Netherlands.

We were formed under the laws of the Netherlands and, as such, the rights of holders of our ordinary shares and the civil liability of our directors will be governed by the laws of the Netherlands and our amended and restated articles of association.

In the absence of an applicable convention between the United States and the Netherlands providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards and divorce decrees) in civil and commercial matters, a judgment rendered by a court in the United States will not automatically be recognized by the courts of the Netherlands. In principle, the courts of the Netherlands will be free to decide, at their own discretion, if and to what extent a judgment rendered by a court in the United States should be recognized in the Netherlands. In general terms, Dutch courts tend to grant the same judgment without re-litigating on the merits if the following cumulative minimum conditions are met:


•	the judgment was rendered by the foreign court that was (based on internationally accepted grounds) competent to take cognizance of the matter;


•	the judgment is the outcome of a proper judicial procedure ( behoorlijke rechtspleging );


•	the judgment is not manifestly incompatible with the public policy ( openbare orde ) of the Netherlands; and


•	the judgment is not incompatible with an earlier (qualifying) judgment rendered between the same parties regarding the same issue.

Without prejudice to the above, in order to obtain enforcement of a judgment rendered by a United States court in the Netherlands, a claim against the relevant party on the basis of such judgment should be brought before the competent court of the Netherlands. During the proceedings such court will assess, when requested, whether a foreign judgment meets the above conditions. In the affirmative, the court may order that substantive examination of the matter shall be dispensed with. In such case, the court will confine itself to an order reiterating the foreign judgment against the party against whom it had been obtained.

Otherwise, a new substantive examination will take place in the framework of the proceedings. In all of the above situations, when applying the law of any jurisdiction (including the Netherlands), Dutch courts may give effect to the mandatory rules of the laws of another country with which the situation has a close connection, if and insofar as, under the law of the latter country, those rules must be applied regardless of the law applicable to the contract or legal relationship. In considering whether to give effect to these mandatory rules of such third country, regard shall be given to the nature, purpose and the consequences of their application or non-application. Moreover, a Dutch court may give effect to the rules of the laws of the Netherlands in a situation where they are mandatory irrespective of the law otherwise applicable to the documents or legal relationship in question. The application of a rule of the law of any country that otherwise would govern an obligation may be refused by the courts of the Netherlands if such application is manifestly incompatible with the public policy ( openbare orde ) of the Netherlands.

Under our amended and restated articles of association, we will indemnify and hold our officers and directors harmless against all claims and suits brought against them, subject to limited exceptions. Under our amended and restated articles of association, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of the Netherlands and subject to the jurisdiction of Dutch courts, unless those rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in the United States under U.S. securities laws, this provision could make judgments obtained outside of the Netherlands more difficult to have recognized and enforced against our assets in the Netherlands or jurisdictions that would apply Dutch law. Insofar as a release is deemed to represent a condition, stipulation or provision binding any person acquiring our ordinary shares to waive compliance with any provision of the Securities Act or of the rules and regulations of the SEC, such release will be void.

Tax Risks

Changes in tax laws, treaties or regulations or adverse outcomes resulting from examination of our tax returns could adversely affect our financial results.

Our future effective tax rates could be adversely affected by changes in tax laws, treaties and regulations, both in the United States and internationally. Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we are subject to changing tax laws, treaties and regulations in and between countries in which we operate or are resident. Our income tax expense is based upon the interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our worldwide earnings. If any country successfully challenges our income tax filings based on our structure, or if we otherwise lose a material tax dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected.

U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. holders.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets for any taxable year produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest and gains from the sale or exchange of investment property and rents and royalties other than certain rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, but does not include income derived from the performance of services. U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC.

We believe that we will not be a PFIC for the current taxable year or for any future taxable year. However, this involves a facts and circumstances analysis and it is possible that the IRS would not agree with our conclusion, or the U.S. tax laws could change significantly.

U.S. “anti-inversion” tax laws could negatively affect our results and could result in a reduced amount of foreign tax credit for U.S. holders.

Under rules contained in U.S. tax law, we would be subject to tax as a U.S. corporation in the event that we acquire substantially all of the assets of a U.S. corporation and the equity owners of that U.S. corporation own at least 80% (calculated without regard for any stock issued in a public offering) of our stock by reason of holding stock in the U.S. corporation.

We acquired the assets of Mosing Holdings (a Delaware limited liability company); however, the ownership of Mosing Holdings in our stock, taking into account common stock that Mosing Holdings is deemed to own under the

“stock equivalent” rules, is below the 80% standard for the application of the rules. Accordingly, we do not believe these rules should apply.

There can be no assurance that the IRS will not challenge our determination that these rules are inapplicable. In the event that these rules were applicable, we would be subject to U.S. federal income tax on our worldwide income, which would negatively impact our cash available for distribution and the value of our common stock. Application of the rules could also adversely affect the ability of a U.S. holder to obtain a U.S. tax credit with respect to any Dutch withholding tax imposed on a distribution.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

In order to design, manufacture and service the proprietary products that support our tubular and other well construction services, as well as those that we offer for sale directly to external customers, we maintain several manufacturing and service facilities around the world. Though our manufacturing and service capabilities are primarily concentrated in the U.S., we currently provide our services in approximately 60 countries.

The following table details our material facilities by segment, owned or leased by us as of December 31, 2016 .



Location	Leased or Owned	Principal/Most Significant Use

All Segments
Houston, Texas	Leased	Corporate office
Den Helder, the Netherlands	Owned	Regional operations and administration

U.S. Services and Tubular Sales Segments
Lafayette, Louisiana	Leased	Regional operations, manufacturing, engineering
		and administration

International Services Segment
Aberdeen, Scotland	Owned	Regional operations, engineering and administration
Dubai, United Arab Emirates	Owned	Regional operations and administration
Norway	Owned	Local operations and administration
Singapore	Owned	Regional operations and administration
India	Owned	Administration

Blackhawk Segment
Houston, Texas	Leased	Headquarters and administration
Houma, Louisiana	Leased	Regional operations, manufacturing and
		and administration

Our largest manufacturing facility is located in Lafayette, Louisiana, where we manufacture a substantial portion of our tubular handling tools. The facility serves our U.S. Services segment in the U.S. Gulf of Mexico and our Tubular Sales segment. The Lafayette facility is our global headquarters for the design and manufacture of our equipment and is situated on a total of 178 acres. The main facility occupies 147 acres and consists of manufacturing, operations, pipe storage, training and administration. The remaining 31 acres located off of the main campus consists of manufacturing, warehousing and administration. There are a total of 14 buildings onsite and 13 buildings offsite. Our manufacturing operations occupy 6 of the 27 buildings, with the remaining buildings dedicated to administration, training and other operational tasks. The main administrative building within the facility is approximately 40,000 square feet, which will be vacated in 2017 when we move into our new administrative building. The new facility will be approximately 172,636 square feet.

Item 3. Legal Proceedings

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2016 . We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. See Note 20 in the Notes to Consolidated Financial Statements, which are incorporated herein by reference to Part II, Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the U.S. Securities and Exchange Commission, the United States Department of Justice and other governmental entities. It is our intent to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review does not currently indicate that there has been any material impact on our previously filed financial statements, we continue to collect information and are unable to predict the ultimate resolution of these matters with these agencies. Our board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the NYSE under the symbol "FI". The following table sets forth, for the periods indicated, the high and low sale prices and the dividend payments for our common stock.



	High		Low		Dividends Per Share

Year Ended December 31, 2016
First Quarter	$	17.07	$	12.34	$	0.150
Second Quarter	17.73		14.05		0.150
Third Quarter	15.44		10.91		0.075
Fourth Quarter	14.86		10.47		0.075

Year Ended December 31, 2015
First Quarter	$	18.95	$	14.53	$	0.150
Second Quarter	21.50		18.25		0.150
Third Quarter	18.90		13.66		0.150
Fourth Quarter	18.14		14.80		0.150

On February 22, 2017 , we had 222,487,081 shares of common stock outstanding. The common shares outstanding at February 22, 2017 were held by approximately 36 record holders. The actual number of shareholders is greater than the number of holders of record.

See Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" for discussion of equity compensation plans.

Dividend Policy

Our current policy is to pay quarterly cash dividends on our common stock of $0.075 per share. The declaration and payment of future dividends will be at the discretion of the Supervisory Board of Directors and will depend upon, among other things, future earnings, general financial condition, liquidity, capital requirements and general business conditions. Accordingly, there can be no assurance that we will continue to pay dividends at that level or at all.

Unregistered Sales of Equity Securities

As part of our initial public offering in August 2013, we issued 52,976,000 shares of Preferred Stock to Mosing Holdings, LLC (“Mosing Holdings”). Under our Amended Articles of Association, upon the written election of Mosing Holdings, each Preferred Share, together with a unit in FICV, our subsidiary, was convertible into a share of our common stock on a one-for-one basis.

On August 19, 2016, we received notice from Mosing Holdings exercising its Exchange Right for an equivalent number of each of the following securities for common shares: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 units in FICV. We issued 52,976,000 common shares to Mosing Holdings on August 26, 2016. As a result, there are no remaining issued Preferred Shares and the Mosing family beneficially owns approximately 173,752,764 of our common shares.

The issuance of the common shares to Mosing Holdings in connection with the exercise of the Exchange Right was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

Issuer Purchases of Equity Securities

None.

Performance Graph

The following performance graph compares the performance of our common stock to the PHLX Oil Service Sector Index, the Russell 1000 Index and to a peer group established by management. The peer group consists of the following companies: Baker Hughes Inc., Core Laboratories N.V., Diamond Offshore Drilling, Inc., Dril-Quip, Inc., Ensco plc, Forum Energy Technologies, Inc., Halliburton Company, Helmerich & Payne, Inc., Hornbeck Offshore Services, Inc., Nabors Industries Ltd., National Oilwell Varco, Inc., Oceaneering International, Inc., Patterson-UTI Energy, Inc., Rowan Companies plc, Schlumberger N.V., Tesco Corporation, Transocean Ltd. and Weatherford International Ltd. Cameron International Corporation was removed from the peer group due to its merger with Schlumberger Limited and FMC Technologies, Inc. was removed from the peer group due to its merger with Technip SA. The graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the PHLX Oil Service Sector Index, the Russell 1000 Index and our peer group for the period from August 9, 2013, using the closing price for the first day of trading immediately following the effectiveness of our IPO through December 31, 2016. The graph assumes that the value of the investment in our common stock was $100 at August 9, 2013 or July 31, 2013 for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2016. The shareholder return set forth herein is not necessarily indicative of future performance.

*$100 invested on 8/9/13 in stock of 7/31/13 in index, including reinvestment of dividends.

Fiscal year ending December 31.

The performance graph above and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate by reference.

Item 6. Selected Financial Data

The selected consolidated financial information contained below is derived from our Consolidated Financial Statements and should be read in conjunction with Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited Consolidated Financial Statements that are included in this Form 10-K. Our historical results are not necessarily indicative of our results to be expected in any future period.



	Year Ended December 31,
	2016			2015		2014		2013		2012
	(in thousands, except per share amounts)
Financial Statement Data:
Revenue	$	487,531		$	974,600	$	1,152,632	$	1,077,722	$	1,039,054
Income (loss) from continuing operations	(156,079		)	106,110		229,312		308,195		344,250
Total assets	1,588,061			1,726,838		1,758,681		1,561,195		1,107,961
Debt and capital lease obligations -
excluding affiliates	276			7,321		304		376		7,368
Long-term debt - affiliates	—			—		—		—		468,563
Total equity	1,311,319			1,451,426		1,472,536		1,333,327		446,988

Earnings Per Share Information:
Basic earnings (loss) per common share:
Continuing operations	$	(0.77	)	$	0.51	$	1.03	$	1.69	$	2.15
Discontinued operations	—			—		—		0.24		0.04
Total	$	(0.77	)	$	0.51	$	1.03	$	1.93	$	2.19

Diluted earnings (loss) per common share:
Continuing operations	$	(0.77	)	$	0.50	$	1.03	$	1.62	$	2.00
Discontinued operations	—			—		—		0.23		0.04
Total	$	(0.77	)	$	0.50	$	1.03	$	1.85	$	2.04

Weighted average common shares
outstanding:
Basic	176,584			154,662		153,814		132,257		119,024
Diluted	176,584			209,152		207,828		185,506		172,000
Cash dividends per common share	$	0.45		$	0.60	$	0.45	$	0.075	$	—

Other Data:
Adjusted EBITDA (1)	$	25,031		$	319,086	$	451,513	$	438,739	$	439,524

(1)

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. For a definition and a reconciliation of Adjusted EBITDA to our income from continuing operations, its most directly comparable financial measure presented in accordance with GAAP, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - How We Evaluate Our Operations - Adjusted EBITDA and Adjusted EBITDA Margin."

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes thereto included in Part II, Item 8, "Financial Statements and Supplementary Data" included in this Form 10-K.

This section contains forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations, and involve risks and uncertainties. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements because of various factors, including those described in the sections titled "Cautionary Note Regarding Forward-Looking Statements," "Risk Factors" and elsewhere in this Form 10-K.

Overview of Business

We are a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry and have been in business for over 75 years. We provide our services to leading exploration and production companies in both offshore and onshore environments, with a focus on complex and technically demanding wells.

We conduct our business through four operating segments:


•	International Services. We currently provide our services in approximately 60 countries on six continents. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies.


•	U.S. Services. We service customers in the offshore areas of the U.S. Gulf of Mexico. In addition, we have a presence in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale.

•

Tubular Sales. We design, manufacture and distribute large OD pipe, connectors and casing attachments and sell large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.


•	Blackhawk. We provide well construction and well intervention rental equipment, services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations.

How We Generate Our Revenue

The majority of our services revenues are derived primarily from personnel rates for our specially trained employees who perform tubular and other well construction services for our customers; and rental rates for the suite of products and equipment that our employees use to perform these services.

In addition, our customers typically reimburse us for transportation costs that we incur in connection with transporting our products and equipment from our staging areas to the customers’ job sites.

In contrast, our Tubular Sales revenues are derived from sales of certain products, including large OD pipe connectors and large OD pipe manufactured by third parties, directly to external customers.

The acquisition of Blackhawk resulted in a new segment for us. Our Blackhawk revenues are derived from well construction and well intervention rental equipment, services and products. These revenues have historically been split evenly between sold and rented products or equipment with certain rented products having a service element for personnel overseeing the operation of the equipment.

Outlook

We expect to see improvement in the oil field services industry in 2017 as global capital spending on oil and natural gas exploration and production is likely to increase modestly in response to higher commodity prices. However, much of the anticipated increase in spending will likely be associated with onshore projects that contribute lower revenue and margins to the Company than offshore projects. Material increases in activity in the deep and ultra-deep offshore markets are not expected until further improvement in oil and natural gas prices are seen and, in some basins, may continue to deteriorate. We have made efforts to reduce the impact of the lower activity levels by reducing costs, but additional actions may be necessary if we continue to see decreased investment in global offshore projects.

Our offshore businesses, both in the U.S. and internationally, continue to see delays and cancellations as customers reduce spending or elect to reallocate financial resources to other onshore projects. These delays or cancellations have been more prevalent in the deep and ultra-deep water markets where our services are most profitable. In areas where new projects are being sanctioned, we have seen increased competition and awarded tenders often are secured at prices below historical levels. Our efforts to grow market share in the underrepresented offshore shelf market are expected to support revenues, but are unlikely to fully offset declines in the deep and ultra-deep water.

Our onshore operations are expected to see sequential improvement, particularly in the U.S. onshore market, as drilling activity has risen meaningfully in recent months. The increase in demand for our services combined with a leaner cost structure is expected to result in higher revenues and improved profitability for this business in the coming year.

The Tubular Sales business is driven by specialized needs of our customers and the timing of projects, specifically in the Gulf of Mexico. Due to steep declines in activity in the Gulf of Mexico and low visibility on forthcoming orders for these services, we anticipate that revenues associated with this segment will trend lower until additional projects are sanctioned and commence operations.

The Blackhawk product and service lines face similar challenges in the offshore market as our tubular services business. Blackhawk revenues are primarily generated offshore in the U.S. Gulf of Mexico and are at risk if activity levels were to decrease further. However, we will benefit from a full year of operations from Blackhawk in 2017, which will likely help drive our total revenues sequentially higher.

Overall, our market outlook is mixed as the onshore begins to lead the recovery, but the offshore market lags as prices remain below economic break-even levels for many projects. We remain in a very strong position financially with a significant cash balance relative to our debt.

How We Evaluate Our Operations

We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including revenue, Adjusted EBITDA, Adjusted EBITDA margin and safety performance.

Revenue

We analyze our revenue growth by comparing actual monthly revenue to our internal projections for each month to assess our performance. We also assess incremental changes in our monthly revenue across our operating segments to identify potential areas for improvement.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA as net income (loss) before net interest income or expense, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, equity-based compensation, unrealized gain or loss, other non-cash adjustments and other charges or credits. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of our revenues. We review Adjusted EBITDA and Adjusted EBITDA margin on both a consolidated basis and on a segment basis. We use Adjusted EBITDA and Adjusted EBITDA margin to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), items outside the control of our management team (such as income tax and foreign currency exchange rates) and other charges outside the normal course of business. Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with generally accepted accounting principles in the U.S. ("GAAP").

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA, our most directly comparable GAAP performance measure, as well as adjusted EBITDA margin for each of the periods presented (in thousands):



	Year Ended December 31,
	2016			2015			2014

Net income (loss)	$	(156,079	)	$	106,110		$	229,312
Interest income, net	(2,073		)	(341		)	(87		)
Depreciation and amortization	114,215			108,962			90,041
Income tax (benefit) expense	(25,643		)	37,319			75,412
(Gain) loss on sale of assets	1,117			(1,038		)	289
Foreign currency loss	10,819			6,358			17,041
Charges and credits ⁽¹⁾	82,675			61,716			39,505
Adjusted EBITDA	$	25,031		$	319,086		$	451,513
Adjusted EBITDA margin	5.1		%	32.7		%	39.2		%

(1)

Comprised of Equity-based compensation expense (2016: $15,978 ; 2015: $26,318 ; 2014: $38,368 ), Merger and acquisition costs (2016: $13,784 ; 2015: none ; 2014: none ), Severance and other charges (2016: $46,406 ; 2015: $35,484 ; 2014: none ), Changes in value of contingent consideration (2016: none ; 2015: $(1,532) ; 2014: none ), Unrealized and realized (gains) losses (2016: $110 ; 2015: none ; 2014: none ) and FCPA matters (2016: $6,397 ; 2015: $1,446 ; 2014: $1,137 ).

Safety Performance

Maintaining a strong safety record is a critical component of our operational success. Many of our customers have safety standards we must satisfy before we can perform services. As a result, we continually monitor and improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data. In addition, we continually develop new safety programs based on industry trends and our internal data. The primary measure for our safety performance is the tracking of the Total Recordable Incident Rate ("TRIR"). TRIR is a measure of the rate of recordable workplace injuries, normalized on the basis of 100 full time employees for an annual period. The factor is derived by multiplying the number of recordable injuries in a calendar year by 200,000 and dividing this value by the total hours actually worked in the year. A recordable injury includes occupational death, nonfatal occupational illness, and other occupational injuries that involve loss of consciousness, lost time injuries, restriction of work or motion cases, transfer to another job, or medical treatment cases other than first aid.

The table below presents our worldwide TRIR for the years ended December 31, 2016 , 2015 and 2014 :



	Year Ended December 31,
	2016	2015	2014

TRIR	0.87	0.76	1.27

Results of Operations

The following table presents our consolidated results for the periods presented (in thousands):



	Year Ended December 31,
	2016			2015			2014

Revenues:
Equipment rentals and services	$	397,369		$	766,252		$	969,703
Products ⁽¹⁾	90,162			208,348			182,929
Total revenue	487,531			974,600			1,152,632

Operating expenses:
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services	201,316			304,473			369,855
Products	59,037			113,918			110,126
General and administrative expenses	228,802			270,678			267,378
Depreciation and amortization	114,215			108,962			90,041
Severance and other charges	46,406			35,484			—
Changes in contingent consideration	—			(1,532		)	—
Gain (loss) on sale of assets	1,117			(1,038		)	289
Operating income (loss)	(163,362		)	143,655			314,943

Other income (expense):
Other income	4,170			5,791			6,735
Interest income, net	2,073			341			87
Merger and acquisition costs	(13,784		)	—			—
Foreign currency loss	(10,819		)	(6,358		)	(17,041		)
Total other income (expense)	(18,360		)	(226		)	(10,219		)
Income (loss) before income tax (benefit)	(181,722		)	143,429			304,724
Income tax expense (benefit)	(25,643		)	37,319			75,412
Net income (loss)	(156,079		)	106,110			229,312
Less: Net income (loss) attributable to noncontrolling interest	(20,741		)	27,000			70,275
Net income (loss) attributable to Frank's International N.V.	$	(135,338	)	$	79,110		$	159,037


(1)	Consolidated products revenue includes a small amount of revenues attributable to the U.S. Services, International Services and Blackhawk segments.

Consolidated Results of Operations

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Revenues . Revenues from external customers, excluding intersegment sales, for the year ended December 31, 2016 decreased by $487.1 million , or 50.0% , to $487.5 million from $974.6 million for the year ended December 31, 2015 . The decrease was primarily attributable to lower revenues in the majority of our segments due to declining activity as depressed oil and gas prices resulted in reduced rig count, downward pricing pressures, rig cancellations and delays as well as deferred work scopes in the International and U.S. Services regions while revenues for Tubular Sales decreased

due to lower international demand and decreased deep water fabrication revenue. The decreased revenues were partially offset by revenues in our Blackhawk segment of $ 10.0 million resulting from our acquisition in November 2016. See Note 3 - Acquisitions in the Notes to Consolidated Financial Statements for additional information on our Blackhawk acquisition. Revenues for our segments are discussed separately below under the heading "Operating Segment Results."

Cost of revenues, exclusive of depreciation and amortization . Cost of revenues for the year ended December 31, 2016 decreased by $158.0 million , or 37.8% , to $260.4 million from $418.4 million for the year ended December 31, 2015 . The decrease was due to lower activity volumes, offset by cost actions taken throughout 2016. We also incurred additional costs of $8.9 million related to our Blackhawk acquisition in November 2016.

General and administrative expenses. General and administrative ("G&A") expenses for the year ended December 31, 2016 decreased by $41.9 million , or 15.5% , to $228.8 million from $270.7 million for the year ended December 31, 2015 . Excluding the bad debt expense of $11.3 million related primarily to the collectability of receivables in Venezuela (see "Customer Credit Risk" in Part II, Item 7A) and the bankrupt customer in Nigeria, general and administrative expenses for the year ended December 31, 2016 decreased by $53.2 million, or 19.7%, primarily as a result of declining activity and pricing pressures, offset by internal cost initiatives, which included workforce reductions and lease terminations. Also, equity-based compensation expense decreased by $10.3 million as the IPO grants for retirement-eligible employees had a two year service requirement, which was completed during the third quarter of 2015. The decreased costs were partially offset by an increase in professional fees, which included costs related to our ongoing global corporate initiatives and the investigation mentioned in Note 20 - Commitments and Contingencies in the Notes to Unaudited Condensed Consolidated Financial Statements .

Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2016 increased by $5.3 million , or 4.8% , to $114.2 million from $109.0 million for the year ended December 31, 2015 . The increase was primarily attributable to our Timco and Blackhawk acquisitions as well as a higher depreciable base resulting from property and equipment additions.

Severance and other charges. Severance and other charges for the year ended December 31, 2016 were $46.4 million a s we continued to take steps to adjust our workforce to meet the depressed demand in the industry in addition to the retirement of fixed assets of $ 29.9 million . See Note 19 - Severance and Other Charges in the Notes to Consolidated Financial Statements, which affected the following segments: International Services ($12.2 million), U.S. Services ($33.7 million) and Tubular Sales ($0.6 million).

Merger and acquisition costs. Merger and acquisition costs for the year ended December 31, 2016 were $ 13.8 million as a result of our Blackhawk acquisition as mentioned in Note 3 - Acquisitions in the Notes to Consolidated Financial Statements.

Foreign currency loss . Foreign currency loss for the year ended December 31, 2016 increased by $4.5 million to $10.8 million from $6.4 million for the year ended December 31, 2015 . The increase was primarily due to the devaluation of the Nigerian Naira.

Income tax expense (benefit). Income tax expense (benefit) for the year ended December 31, 2016 decreased by $63.0 million , or 168.7% , to $(25.6) million from $37.3 million for the year ended December 31, 2015 primarily as a result of a decrease in taxable income and a change in jurisdictional mix. We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits) and withholding taxes based on revenues; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Revenues . Revenues from external customers, excluding intersegment sales, for the year ended December 31, 2015 decreased by $178.0 million , or 15.4% , to $974.6 million from $1,152.6 million for the year ended December 31, 2014 . The decrease was primarily attributable to lower revenues in our U.S. Services and International segments with revenues

decreasing $113.2 million and $95.1 million, respectively, primarily as a result of declining rig count as well as downward pricing pressures, which were driven by depressed oil and gas prices. Additionally, there were some weather related delays in the Gulf of Mexico. The decreased revenues were partially offset by increased revenues in our Tubular Sales segment of $30.3 million as a result of project related orders and being able to meet urgent unscheduled customer requests for products. Revenue for our segments are discussed separately below under the heading "Operating Segment Results."

Cost of revenues, exclusive of depreciation and amortization . Cost of revenues for the year ended December 31, 2015 decreased by $61.6 million , or 12.8% , to $418.4 million from $480.0 million for the year ended December 31, 2014 . The decrease was primarily attributable to lower activity and cost reduction efforts taken throughout the year, which caused a decrease in compensation-related costs of $34.8 million, product costs of $17.4 million and field supplies of $7.5 million.

General and administrative expenses. G&A expenses for the year ended December 31, 2015 increased by $3.3 million , or 1.2% , to $270.7 million from $267.4 million for the year ended December 31, 2014 primarily as a result of higher compensation-related costs of $11.5 million as a result of continuing to build and optimize the human resource infrastructure to support a public company and professional fees of $9.6 million due to acquisition costs and strategic initiatives to optimize and further develop various corporate functions. The increases were partially offset by decreased stock-based compensation expense of $12.2 million as the six months ended June 30, 2014 included an out-of-period adjustment of $7.5 million, which corrected the amortization of expense related to retirement-eligible employees (see Note 1 in the Notes to Consolidated Financial Statements for additional detail) in addition to lower other taxes of $4.0 million.

Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2015 increased by $18.9 million , or 21.0% , to $109.0 million from $90.0 million for the year ended December 31, 2014 . The increase was primarily attributable to our Timco acquisition of $8.3 million as well as a higher depreciable base resulting from property and equipment additions.

Severance and other charges. Severance and other charges for the year ended December 31, 2015 were $35.5 million as a result of the transition of a key executive to a non-executive member of the Supervisory Board, workforce reductions, base rationalization and lease termination fees, which affected the following segments: International Services ($1.5 million), U.S. Services ($32.8 million) and Tubular Sales ($1.2 million).

Foreign currency loss . Foreign currency loss for the year ended December 31, 2015 decreased by $10.7 million to $6.4 million from $17.0 million for the year ended December 31, 2014 . The decrease was primarily due to foreign currency losses in Venezuela of $13.0 million in 2014 and other changes caused by non-local currency working capital specifically in Norway, Brazil, the United Kingdom and the Eurozone.

Income tax expense. Income tax expense for the year ended December 31, 2015 decreased by $38.1 million , or 50.5% , to $37.3 million from $75.4 million for the year ended December 31, 2014 as a result of a decrease in taxable income. We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), and withholding taxes based on revenues; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period.

Operating Segment Results

The following table presents revenues and Adjusted EBITDA by segment (in thousands):



	Year Ended December 31,
	2016			2015			2014

Revenue:
International Services	$	237,275		$	442,861		$	538,730
U.S. Services	172,417			352,281			463,372
Tubular Sales	106,971			241,983			240,277
Blackhawk	9,982			—			—
Intersegment sales	(39,114		)	(62,525		)	(89,747		)
Total	$	487,531		$	974,600		$	1,152,632

Segment Adjusted EBITDA: ⁽¹⁾
International Services	$	33,264		$	182,475		$	231,469
U.S. Services	(11,490		)	95,516			181,712
Tubular Sales	1,741			40,999			38,366
Blackhawk	1,038			—			—
Total	24,553			318,990			451,547


(1)	Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. (For a reconciliation of our Adjusted EBITDA, see "—Adjusted EBITDA and Adjusted EBITDA Margin."

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

International Services

Revenue for the International Services segment decreased by $205.6 million , or 46.4% , compared to 2015 , primarily due to depressed oil and gas prices, which challenged the economics of current development projects and caused the termination of ongoing drilling campaigns and the delay in the commencement of new projects, as well as cancellations or deferred work scopes.

Adjusted EBITDA for the International Services segment decreased by $149.2 million , or 81.8% , compared to 2015 , primarily due to the $205.6 million decrease in revenue and $11.3 million of bad debt expense related to the collectability of receivables in Venezuela (see "Customer Credit Risk" in Part II, Item 7A) and Nigeria, which were partially offset by lower expenses due to reduced activity and cost-cutting measures .

U.S. Services

Revenue for the U.S. Services segment decreased by $179.9 million , or 51.1% , compared to 2015 primarily due to depressed oil and gas prices. Onshore services revenue decreased by $51.3 million as a result of lower activity from declining rig counts and pricing discounts. The offshore business saw a decrease in revenue of $125.9 million as a result of overall lower activity from weaknesses seen in the Gulf of Mexico due to rig cancellations and delays, coupled with downward pricing pressures.

Adjusted EBITDA for the U.S. Services segment decreased by $107.0 million , or 112.0% , compared to 2015 primarily due to higher pricing concessions and lower activity of $94.6 million and higher corporate and other costs of $12.4 million primarily due to increased professional fees, which were attributable to ongoing global corporate initiatives.

Tubular Sales

Revenue for the Tubular Sales segment decreased by $135.0 million , or 55.8% , compared to 2015 , primarily as a result of lower international demand and decreased deep water fabrication revenue.

Adjusted EBITDA for the Tubular Sales segment decreased by $39.3 million , or 95.8% , compared to 2015 , as it was negatively impacted by fixed costs associated with the manufacturing division and decreased revenues.

Blackhawk

The Blackhawk segment is comprised solely of our acquisition on November 1, 2016. Revenues and Adjusted EBITDA for the segment were $10.0 million and $1.0 million , respectively, for the year ended December 31, 2016 . See Note 3 - Acquisitions in the Notes to Consolidated Financial Statements for additional information on our Blackhawk acquisition.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

International Services

Revenue for the International Services segment decreased by $95.9 million , or 17.8% , compared to 2014 , primarily due to depressed oil and gas prices, which challenged the economics of current development projects in our Africa and Asia Pacific areas, and caused the termination of ongoing drilling campaigns and the delay in the commencement of new projects, as well as cancellations or deferred work scopes. The Africa region was also affected by poor results of pre-salt exploratory wells. The decrease was partially offset by an increase in Latin America revenues due to higher activity that started in the middle of 2014 and continued through the first half of 2015 in addition to an increase in contract work among various customers.

Adjusted EBITDA for the International Services segment decreased by $49.0 million , or 21.2% , compared to 2014 , primarily due to the $95.9 million decrease in revenue, which was partially offset by lower expenses due to reduced activity and cost-cutting measures.

U.S. Services

Revenue for the U.S. Services segment decreased by $111.1 million , or 24.0% , compared to 2014 primarily due to depressed oil and gas prices. Onshore services revenue decreased by $71.5 million as a result of lower activity from declining rig counts and pricing discounts. The offshore business saw a smaller decrease in revenue of $39.6 million as a result of operational rig delays due to operational and down-hole issues, weather related delays caused by unusually strong ocean loop currents in the Gulf of Mexico and some rig cancellations in the latter half of the year coupled with downward pricing pressure.

Adjusted EBITDA for the U.S. Services segment decreased by $86.2 million , or 47.4% , compared to 2014 as a result of lower revenues from activity and pricing concessions in the onshore and offshore business of $73.1 million as well as higher corporate and other costs of $13.3 million primarily due to increased professional fees for acquisition costs. This was partially offset by declining cost of revenues and operating expenses, as the U.S. Services' operational footprint was reduced due to decreased activity, in addition to savings from the effect of cost rationalization actions taken throughout the year.

Tubular Sales

Revenue for the Tubular Sales segment increased by $1.7 million , or 0.7% , compared to 2014 , primarily from contracted orders in addition to being able to meet urgent unscheduled customer requests for products.

Adjusted EBITDA for the Tubular Sales segment increased by $2.6 million , or 6.9% , compared to 2014 , primarily due to higher Tubular sales and improved productivity of $8.0 million. This was partially offset by lower volumes in manufacturing operations of $5.4 million.

Blackhawk

The Blackhawk segment is comprised solely of our acquisition on November 1, 2016. There were no results of operations for the years ended December 31, 2015 or 2014. See Note 3 in the Notes to Consolidated Financial Statements for additional information on our Blackhawk acquisition.

Liquidity and Capital Resources

Liquidity

At December 31, 2016 , we had cash and cash equivalents of $319.5 million and debt of $0.3 million . Our primary sources of liquidity to date have been cash flows from operations. Our primary uses of capital have been for organic growth capital expenditures and acquisitions. We continually monitor potential capital sources, including equity and debt financing, in order to meet our investment and target liquidity requirements.

Our total capital expenditures are estimated at $40.0 million for 2017 . We expect approximately $22.0 million for the purchase and manufacture of equipment and $18.0 million for other property, plant and equipment, inclusive of the purchase or construction of facilities. The actual amount of capital expenditures for the manufacture of equipment may fluctuate based on market conditions. During the years ended December 31, 2016 , 2015 and 2014 , capital expenditures were $42.1 million , $99.7 million and $173.0 million , respectively, all of which were funded from internally generated sources. We believe our cash on hand, cash flows from operations and potential borrowings under our Credit Facility (as defined below), will be sufficient to fund our capital expenditure and liquidity requirements for the next twelve months.

We paid dividends on our common stock of $79.0 million , or an aggregate of $0.45 per common share, in addition to $8.0 million in distributions to our noncontrolling interests during the year ended December 31, 2016 . The timing, declaration, amount of, and payment of any dividends is within the discretion of our board of managing directors subject to the approval of our board of supervisory directors and will depend upon many factors, including our financial condition, earnings, capital requirements, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by our board of managing directors and our board of supervisory directors. We do not have a legal obligation to pay any dividend and there can be no assurance that we will be able to do so. The timing of distributions to our noncontrolling interests is pursuant to the Limited Partnership Agreement of Frank's International C.V. for the tax arising from their membership interests in FICV.

On August 19, 2016, we received notice from Mosing Holdings that it was exercising its right to exchange, for 52,976,000 common shares, each of the following securities: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 units in FICV. We issued 52,976,000 common shares to Mosing Holdings on August 26, 2016. As a result, there are no remaining issued or outstanding Preferred Shares and the Mosing family beneficially owns approximately 173,752,764 of our common shares. In addition, our obligation to make payments to our noncontrolling interest pursuant to the Limited Partnership Agreement of Frank's International C.V. ceased as of the effective date of the exchange.

Credit Facility

We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”). Subject to the terms of our Credit Facility, we have the ability to increase the commitments to $150.0 million . At December 31, 2016 and 2015 , we did not have any outstanding indebtedness under the Credit Facility. We had $3.7 million and $4.7 million in letters of credit outstanding as of December 31, 2016 and 2015 , respectively. As of December 31, 2016, our ability to borrow under the Credit Facility has been reduced to approximately $50 million from $100 million as a result of our decreased Adjusted EBITDA. Our borrowing capacity under the Credit Facility could be further reduced or eliminated depending on our future Adjusted EBITDA. We will seek a multi-quarter covenant waiver sometime during the first quarter of 2017.

Borrowings under the Credit Facility bear interest, at our option, at either a base rate or an adjusted Eurodollar rate. Base rate loans under the Credit Facility bear interest at a rate equal to the higher of (i) the prime rate as published in the Wall Street Journal, (ii) the Federal Funds Effective Rate plus 0.50% or (iii) the adjusted Eurodollar rate plus 1.00%, plus an applicable margin ranging from 0.50% to 1.50%, subject to adjustment based on the leverage ratio. Interest is in each case payable quarterly for base-rate loans. Eurodollar loans under the Credit Facility bear interest at an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50%. Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months, interest is paid at the end of each three-month period. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.250% to 0.375% based on certain leverage ratios.

The Credit Facility contains various covenants that, among other things, limit our ability to grant certain liens, make certain loans and investments, enter into mergers or acquisitions, enter into hedging transactions, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions, incur additional indebtedness or engage in certain asset dispositions.

The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in the Credit Facility) of not more than 2.50 to 1.0; and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0. As of December 31, 2016 , we were in compliance with all financial covenants under the Credit Facility.

In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control.

Cash Flows from Operating, Investing and Financing Activities

Cash flows provided by (used in) our operations, investing and financing activities are summarized below (in thousands):



	Year Ended December 31,
	2016			2015			2014

Operating activities	$	(10,831	)	$	427,758		$	368,860
Investing activities	(178,915		)	(174,689		)	(173,643		)
Financing activities	(96,765		)	(141,209		)	(115,750		)
	(286,511		)	111,860			79,467
Effect of exchange rate changes on cash activities	3,678			1,145			4,940
Increase (decrease) in cash and cash equivalents	$	(282,833	)	$	113,005		$	84,407

Statements of cash flows for entities with international operations that use the local currency as the functional currency exclude the effects of the changes in foreign currency exchange rates that occur during any given year, as these are noncash changes. As a result, changes reflected in certain accounts on the consolidated statements of cash flows may not reflect the changes in corresponding accounts on the consolidated balance sheets.

Operating Activities

Cash flow from operating activities was $(10.8) million for the year ended December 31, 2016 as compared to $427.8 million in 2015 and $368.9 million in 2014 . The decrease in 2016 was due primarily to a net loss and deferred tax benefit in addition to working capital changes, primarily in accounts receivable and accrued expense and other liabilities. The increase in 2015 was due primarily to working capital changes, primarily in accounts receivable and inventory. The overall increase was partially offset by a decrease in net income. The changes in both years were primarily a result of lower activity due to depressed oil and gas prices.

Investing Activities

Cash flow used in investing activities was $178.9 million for the year ended December 31, 2016 as compared to $174.7 million in 2015 and $173.6 million in 2014 . Our investing activities in 2016 were primarily related to the Blackhawk acquisition, which was offset by lower capital expenditures for property, plant and equipment in comparison to 2015. We also received $11.1 million in proceeds from the sale of investments in our executive deferred compensation plan, which was used to make payments to former key employees. Our investing activities in 2015 were primarily related to the Timco acquisition, which was partially offset by lower capital expenditures for property, plant and equipment in comparison to 2014. In both 2016 and 2015, the capital expenditures were lower compared to the prior years as a result of a reduction in the need for additional equipment and machinery to service our customers due to declining rig activity caused by lower oil prices.

Financing Activities

Cash flow used in financing activities was $96.8 million , $141.2 million and $115.8 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The decrease in 2016 was primarily due to lower dividend payments of $13.8 million as a result of a reduction in the dividends per share amount and lower noncontrolling interest payments of $35.5 million due to less estimable income tax associated with the partnership. These decreases were partially offset by higher repayments on borrowings of $6.4 million. The increase in 2015 was primarily due to higher dividend payments of $23.5 million.

Contractual Obligations

We are a party to various contractual obligations. A portion of these obligations are reflected in our financial statements, such as long-term debt, while other obligations, such as operating leases and purchase obligations, are not reflected on our balance sheet. The following is a summary of our contractual obligations as of December 31, 2016 (in thousands):



	Payments Due by Period
			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Long-term debt	$	276	$	276	$	—	$	—	$	—
Noncancellable operating leases	47,876		12,768		14,023		7,991		13,094
Purchase obligations ⁽¹⁾	8,515		8,515		—		—		—
Total	$	56,667	$	21,559	$	14,023	$	7,991	$	13,094


(1)	Includes purchase commitments for connectors and pipe for existing orders from our customers. We enter into purchase commitments as needed.

Not included in the table above are the tax receivable agreement (the "TRA") liability and uncertain tax positions of $124.6 million and $0.2 million, respectively, that we have accrued as of December 31, 2016 , as the amounts and timing of payment, if any, are uncertain. See Note 14 for the TRA liability and Note 18 for the uncertain tax positions in the Notes to Consolidated Financial Statements.

Tax Receivable Agreement

We entered into the TRA with FICV and Mosing Holdings in connection with the IPO. The TRA generally provides for the payment by us to Mosing Holdings of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax in periods after the IPO (which reductions we refer to as "cash savings") as a result of (i) the tax basis increases resulting from the transfer of FICV interests to us in connection with a conversion of shares of Preferred Stock into shares of our common stock on August 26, 2016 and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. We will retain the remaining 15% of cash savings, if any. The payment obligations under the TRA are our obligations and not obligations of FICV. The term of the TRA continues until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the TRA.

If we elect to execute our sole right to terminate the TRA early, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control.

In certain circumstances, we may be required to make payments under the TRA that we have entered into with Mosing Holdings. In most circumstances, these payments will be associated with the actual cash savings that we recognize in connection with a conversion of Preferred Stock, which would reduce the actual tax benefit to us. If we were to elect to exercise our sole right to terminate the TRA early or enter into certain change of control transactions, we may incur payment obligations prior to the time we actually incur any tax benefit. In those circumstances, we would need to pay the amounts out of cash on hand, finance the payments or refrain from triggering the obligation. Though we do not have any present intention of triggering an advance payment under the TRA, based on our current liquidity and our expected ability to access debt and equity financing, we believe we would be able to make such a payment if necessary. Any such payment could reduce our cash on hand and our borrowing availability, however, which would also reduce the amount of cash available to operate our business, to fund capital expenditures and to be paid as dividends to our stockholders, among other things. Please see Note 14 - Related Party Transactions in the Notes to the Consolidated Financial Statements .

Off-Balance Sheet Arrangements

At December 31, 2016 , we had no off-balance sheet arrangements with the exception of operating leases.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with GAAP requires management to select appropriate accounting principles from those available, to apply those principles consistently and to make reasonable estimates and assumptions that affect revenues and associated costs as well as reported amounts of assets and liabilities, and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties. We evaluate estimates and assumptions on a regular basis. We base our respective estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates and assumptions used in preparation of our consolidated financial statements. We consider the following policies to be the most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition and cash flows.

Revenue Recognition

All revenue is recognized when all of the following criteria have been met: (1) evidence of an arrangement exists; (2) delivery to and acceptance by the customer has occurred; (3) the price to the customer is fixed or determinable; and (4) collectability is reasonably assured, as follows:

Services Revenue. We provide tubular and other well construction services to clients in the oil and gas industry. We perform services either under direct service purchase orders or master service agreements. Service revenue is recognized as services are performed or rendered.


•	International service hours are billed per man hour, per day or similar basis.


•	U.S. services are billed on,

i) Offshore - per day or similar basis.

ii) Land - per man hour or on a project basis.


•	Blackhawk services are billed primarily on a per day basis for both domestic and international.

Rental Revenue. We design and manufacture a suite of highly technical equipment and products that we rent to our customers in connection with providing our services, including high-end, proprietary tubular handling or well construction equipment. We rent our products either under direct rental agreements or with customers with rental agreements in place. Revenue from rental agreements is recognized as earned over the rental period.


•	International equipment rentals are billed on a per month or similar basis.


•	U.S. equipment rentals are billed on,

i) Offshore - per day or similar basis.

ii) Land - on completion of a job or project basis.


•	Blackhawk services are billed on,

i) Offshore and Land - per day basis with some minimum days requirements

ii) International - negotiated contracts but are primarily based on monthly rentals.

For customers contracted under direct service purchase orders and direct rental agreements, an accrual is recorded in unbilled accounts receivable for revenue earned but not yet invoiced.

Tubular Sales and Blackhawk Revenue. Revenue on tubular and Blackhawk sales is recognized when the product has shipped and significant risks of ownership have passed to the customer. The sales arrangements typically do not include right of return or other similar provisions or other post-delivery obligations.

Some of our tubular sales and well construction customers have requested that we store pipe, connectors and other products purchased from us in our facilities. We considered whether revenue should be recognized on these sales under the “bill and hold” guidance provided by the SEC Staff; however, based upon the assessment performed, revenue recognition on these transactions totaling $18.1 million and $57.6 million was deferred at December 31, 2016 and 2015, respectively until delivery and significant risks of ownership have passed to the customer.

Income Taxes

The liability method is used for determining our income tax provisions, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for valuation allowances, we have considered and made judgments and estimates regarding estimated future taxable income and ongoing prudent and feasible tax planning strategies. These estimates and judgments include some degree of uncertainty, and changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets. Historically, changes to valuation allowances have been caused by major changes in the business

cycle in certain countries and changes in local country law. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions.

Through FICV, we operate in approximately 60 countries under many legal forms. As a result, we are subject to the jurisdiction of numerous U.S. and foreign tax authorities, as well as to tax agreements and treaties among these governments. Our operations in these different jurisdictions are taxed on various bases: actual income before taxes, deemed profits (which are generally determined using a percentage of revenue rather than profits) and withholding taxes based on revenue. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year.

Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions where we conduct business. These audits may result in assessments of additional taxes that are resolved with the authorities or through the courts. We believe these assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Resolution of these situations inevitably includes some degree of uncertainty; accordingly, we provide taxes only for the amounts we believe will ultimately result from these proceedings. The resulting change to our tax liability, if any, is dependent on numerous factors including, among others, the amount and nature of additional taxes potentially asserted by local tax authorities; the willingness of local tax authorities to negotiate a fair settlement through an administrative process; the impartiality of the local courts; the number of countries in which we do business; and the potential for changes in the tax paid to one country to either produce, or fail to produce, an offsetting tax change in other countries. Our experience has been that the estimates and assumptions we have used to provide for future tax assessments have proven to be appropriate. However, past experience is only a guide, and the potential exists that the tax resulting from the resolution of current and potential future tax controversies may differ materially from the amount accrued.

In addition to the aforementioned assessments that have been received from various tax authorities, we also provide for taxes for uncertain tax positions where formal assessments have not been received. The determination of these liabilities requires the use of estimates and assumptions regarding future events. Once established, we adjust these amounts only when more information is available or when a future event occurs necessitating a change to the reserves such as changes in the facts or law, judicial decisions regarding the application of existing law or a favorable audit outcome. We believe that the resolution of tax matters will not have a material effect on our consolidated financial condition, although a resolution could have a material impact on our consolidated statements of operations for a particular period and on our effective tax rate for any period in which such resolution occurs.

Allowance for Doubtful Accounts

We evaluate whether client receivables are collectible. We perform ongoing credit evaluations of our clients and monitor collections and payments in order to maintain a provision for estimated uncollectible accounts based on our historical collection experience and our current aging of client receivables outstanding in addition to clients' representations and our understanding of the economic environment in which our clients operate. Based on our review, we establish or adjust allowances for specific clients and the accounts receivable as a whole. Due primarily to the uncertainty of collection from our national oil company customer in Venezuela and a bankrupt customer in Nigeria, we recorded an allowance of $11.8 million during 2016. Our allowance for doubtful accounts at December 31, 2016 and 2015 was $14.3 million and $2.5 million , respectively.

Recent Accounting Pronouncements

See Note 1 in the Notes to Consolidated Financial Statements set forth in Part II, Item 8, "Financial Statements and Supplementary Data," under the heading "Recent Accounting Pronouncements" included in this Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks that are inherent in our financial instruments and arise from changes in foreign currency exchange rates and interest rates. A discussion of our market risk exposure in financial instruments is presented below.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The disclosures are not meant to be precise indicators of expected future losses or gains, but rather indicators of reasonably possible losses or gains. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Foreign Currency Exchange Rates

We operate in virtually every oil and natural gas exploration and production region in the world. In some parts of the world, the currency of our primary economic environment is the U.S. dollar, and we use the U.S. dollar as our functional currency. In other parts of the world, such as Europe, Norway, Africa and Brazil, we conduct our business in currencies other than the U.S. dollar, and the functional currency is the applicable local currency. Assets and liabilities of entities for which the functional currency is the local currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, resulting in translation adjustments that are reflected in accumulated other comprehensive income (loss) in the shareholders’ equity section on our consolidated balance sheets. A portion of our net assets are impacted by changes in foreign currencies in relation to the U.S. dollar.

For the year ended December 31, 2016 , on a U.S. dollar-equivalent basis, approximately 25 % of our revenue was represented by currencies other than the U.S. dollar. However, no single foreign currency poses a primary risk to us. A hypothetical 10% decrease in the exchange rates for each of the foreign currencies in which a portion of our revenues is denominated would result in a 2.3% decrease in our overall revenues for the year ended December 31, 2016 .

In December 2015, we began entering into short-duration foreign currency forward contracts. We use these instruments to mitigate our exposure to non-local currency operating working capital. We are also exposed to market risk on our forward contracts related to potential non-performance by our counterparty. It is our policy to enter into derivative contracts with counterparties that are creditworthy institutions.

We account for our derivative activities under the accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations.

As of December 31, 2016 and 2015 , we had the following foreign currency derivative contracts outstanding in U.S. dollars:



				Fair Value at
	Notional		Contractual	December 31,
Foreign Currency	Amount		Exchange Rate	2016
Canadian dollar	$	4,553	1.3179	$	74
Euro	4,753		1.0563	(11		)
Euro	2,558		1.0659	(24		)
Norwegian kroner	3,643		8.5101	38
Pound sterling	3,908		1.2607	69
				$	146



				Fair Value at
	Notional		Contractual	December 31,
Foreign Currency	Amount		Exchange Rate	2015
Canadian dollar	$	5,091	1.3751	$	48
Euro	19,706		1.0948	(106		)
Norwegian kroner	11,498		8.6973	162
Pound sterling	7,516		1.5031	106
				$	210

Based on the derivative contracts that were in place as of December 31, 2016 , a simultaneous 10% devaluation of the Canadian dollar, Euro, Norwegian kroner, and Pound sterling compared to the U.S. dollar would result in a $1.3 million increase in the market value of our forward contracts.

In February 2015, the Venezuelan government created a new open market foreign exchange system, the Marginal Currency System, or SIMADI, which was the third system in a three-tier exchange control mechanism. SIMADI was a floating market rate for the conversion of Venezuelan Bolivar Fuertes ("Bolivars") to U.S. dollars based on supply and demand. The three-tier exchange rate mechanisms included the following: (i) the National Center of Foreign Commerce official rate of 6.3 Bolivars per U.S. dollar, which remained unchanged; (ii) the SICAD I, which continued to hold periodic auctions for specific sectors of the economy; and (iii) the SIMADI.

On March 9, 2016, the Central Bank of Venezuela issued Exchange Agreement No. 35, which changed the three-tiered official currency control system to a dual foreign exchange system. The preferential exchange rate, now called DIPRO, has an official rate of 10 Bolivars to the U.S. dollar and replaces the official rate of 6.3 Bolivars per U.S. dollar. DIPRO is available for essential imports and transactions. All other transactions will be subject to the DICOM rate, which is the replacement for the SIMADI.

As of December 31, 2016 , we applied the DICOM exchange rate as we believed that this rate best represented the economics of our business activity in Venezuela. At December 31, 2016 , we had approximately $(62,246) in net monetary assets denominated in Bolivars using the DICOM rate, which was approximately 673.76 Bolivars to the U.S. dollar. In the event of a devaluation of the current exchange mechanism in Venezuela or any other new exchange mechanism that might emerge for financial reporting purposes, it would result in our recording a devaluation charge in our condensed consolidated statements of operations.

Interest Rate Risk

As of December 31, 2016 , we did not have an outstanding funded debt balance under the Credit Facility. If we borrow under the Credit Facility in the future, we will be exposed to changes in interest rates on our floating rate borrowings under the Credit Facility. Although we do not currently utilize interest rate derivative instruments to reduce interest rate exposure, we may do so in the future.

Customer Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk are trade receivables. We extend credit to customers and other parties in the normal course of business. International sales also present various risks including governmental activities that may limit or disrupt markets and restrict the movement of funds. We operate in more than 60 countries and as such our accounts receivables are spread over many countries and customers. As of December 31, 2016 , two customers in Venezuela and Angola accounted for approximately 14% of our gross accounts receivables balance. Our receivables in Venezuela and Angola are denominated in U.S. dollars. We have experienced payment delays from our national oil company customer in Venezuela and have been notified of a six month delay in payment from the national oil company in Angola as it is undergoing restructuring. These receivables are not disputed,

and we have not historically had material write-offs relating to these customers. We maintain an allowance for uncollectible accounts receivables based on expected collectability and ongoing credit evaluations of our customers’ financial condition. If the financial condition of our customers were to diminish resulting in an impairment of their ability to make payments, adjustments to the allowance may be required. Due to the uncertainty of collection from our national oil company customer in Venezuela and a bankrupt customer in Nigeria, we recorded an allowance of $11.3 million during 2016. In the first quarter of 2016, we also made a decision to curtail operations in Venezuela and operations in Angola are significantly down due to the drop in oil prices.

We are also exposed to credit risk because our customers are concentrated in the oil and natural gas industry. This concentration of customers may impact overall exposure to credit risk, either positively or negatively, because our customers may be similarly affected by changes in economic and industry conditions, including sensitivity to commodity prices. While current energy prices are important contributors to positive cash flow for our customers, expectations about future prices and price volatility are generally more important for determining future spending levels. However, any prolonged increase or decrease in oil and natural gas prices affects the levels of exploration, development and production activity, as well as the entire health of the oil and natural gas industry, and can therefore negatively impact spending by our customers.

Item 8. Financial Statements and Supplementary Data



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Management's Report on Internal Control Over Financial Reporting		52
Report of Independent Registered Public Accounting Firm		53
Consolidated Balance Sheets as of December 31, 201 6 and 2015		54
Consolidated Statements of Operations for the Years Ended
December 31, 201 6, 2015 and 2014		55
Consolidated Statements of Comprehensive Incom e (Loss) for the Years Ended
December 31, 201 6, 2015 and 2014		56
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 201 6, 2015 and 2014		57
Consolidated Statements of Cash Flows for the Years Ended
December 31, 201 6, 2015 and 2014		58
Notes to the Consolidated Financial Statements		59

Management's Report on Internal Control

Over Financial Reporting

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016 based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2016 .

The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Report of Independent Registered Public Accounting Firm

To the Board of Supervisory Directors and Stockholders of Frank’s International N.V.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, present fairly, in all material respects, the financial position of Frank’s International N.V. and its subsidiaries at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15 (a) (2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 24, 2017



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	December 31,
	2016			2015
Assets
Current assets:
Cash and cash equivalents	$	319,526		$	602,359
Accounts receivables, net	167,417			246,191
Inventories	139,079			161,263
Other current assets	14,027			13,923
Total current assets	640,049			1,023,736

Property, plant and equipment, net	567,024			624,959
Goodwill and intangible assets, net	256,146			25,210
Other assets	124,842			52,933
Total assets	$	1,588,061		$	1,726,838

Liabilities and Equity
Current liabilities:
Short-term debt	$	276		$	7,321
Accounts payable	16,081			12,784
Deferred revenue	18,072			57,637
Accrued and other current liabilities	64,950			111,884
Total current liabilities	99,379			189,626

Deferred tax liabilities	20,951			40,257
Other non-current liabilities	156,412			44,824
Total liabilities	276,742			274,707

Commitments and contingencies (Note 20)

Series A preferred stock, €0.01 par value, no shares authorized, issued or outstanding
at 2016; 52,976,000 shares authorized, issued and outstanding at 2015	—			705
Stockholders' equity
Common stock, €0.01 par value, 798,096,000 shares authorized, 223,161,356 shares
issued and 222,401,427 shares outstanding at December 31, 2016 and
745,120,000 shares authorized, 155,661,150 shares issued and 155,146,338
shares outstanding at December 31, 2015	2,802			2,045
Additional paid-in capital	1,036,786			712,486
Retained earnings	317,270			531,621
Accumulated other comprehensive loss	(32,977		)	(25,555		)
Treasury shares (at cost), 759,929 and 514,812 at December 31, 2016 and
2015, respectively	(12,562		)	(9,298		)
Total stockholders' equity	1,311,319			1,211,299
Noncontrolling interest	—			240,127
Total equity	1,311,319			1,451,426
Total liabilities and equity	$	1,588,061		$	1,726,838

The accompanying notes are an integral part of these consolidated financial statements.



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)


	Year Ended December 31,
	2016			2015			2014
Revenues:
Equipment rentals and services	$	397,369		$	766,252		$	969,703
Products	90,162			208,348			182,929
Total revenue	487,531			974,600			1,152,632

Operating expenses:
Cost of revenues, exclusive of depreciation
and amortization
Equipment rentals and services	201,316			304,473			369,855
Products	59,037			113,918			110,126
General and administrative expenses	228,802			270,678			267,378
Depreciation and amortization	114,215			108,962			90,041
Severance and other charges	46,406			35,484			—
Changes in contingent consideration	—			(1,532		)	—
(Gain) loss on sale of assets	1,117			(1,038		)	289
Operating income (loss)	(163,362		)	143,655			314,943

Other income (expense):
Other income	4,170			5,791			6,735
Interest income, net	2,073			341			87
Mergers and acquisition expense	(13,784		)	—			—
Foreign currency loss	(10,819		)	(6,358		)	(17,041		)
Total other income (expense)	(18,360		)	(226		)	(10,219		)
Income (loss) before income tax expense (benefit)	(181,722		)	143,429			304,724
Income tax expense (benefit)	(25,643		)	37,319			75,412
Net income (loss)	(156,079		)	106,110			229,312
Net income (loss) attributable to noncontrolling interest	(20,741		)	27,000			70,275
Net income (loss) attributable to Frank's International N.V.	$	(135,338	)	$	79,110		$	159,037
Preferred stock dividends	(1		)	(2		)	(1		)
Net income (loss) attributable to Frank's International N.V.
common shareholders	$	(135,339	)	$	79,108		$	159,036

Earnings (loss) per common share:
Basic	$	(0.77	)	$	0.51		$	1.03
Diluted	$	(0.77	)	$	0.50		$	1.03

Weighted average common shares outstanding:
Basic	176,584			154,662			153,814
Diluted	176,584			209,152			207,828

The accompanying notes are an integral part of these consolidated financial statements.



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)


	Year Ended December 31,
	2016			2015			2014

Net income (loss)	$	(156,079	)	$	106,110		$	229,312
Other comprehensive income (loss):
Foreign currency translation adjustments	546			(14,039		)	(11,104		)
Marketable securities:
Unrealized gain (loss) on marketable securities	1,214			(1,500		)	(4,782		)
Deferred tax asset / liability change	(418		)	314			—
Unrealized gain (loss) on marketable securities, net of tax	796			(1,186		)	(4,782		)
Total other comprehensive income (loss)	1,342			(15,225		)	(15,886		)
Comprehensive income (loss)	(154,737		)	90,885			213,426
Less: Comprehensive income (loss) attributable to
noncontrolling interest	(20,180		)	23,120			66,216
Add: Transfer of Mosing Holdings interest to FINV attributable to
comprehensive loss (See Note 12)	(8,203		)	—			—
Comprehensive income (loss) attributable to
Frank's International N.V.	$	(142,760	)	$	67,765		$	147,210

The accompanying notes are an integral part of these consolidated financial statements.



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)

											Accumulated
					Additional						Other						Non-			Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury			controlling			Stockholders'
	Shares		Value		Capital			Earnings			Income (Loss)			Stock			Interest			Equity
Balance at December 31, 2013	153,524		$	2,019	$	642,164		$	455,632		$	(2,383	)	$	—		$	235,895		$	1,333,327
Net income	—		—		—			159,037			—			—			70,275			229,312
Tax benefits due to offering costs	—		—		3,093			—			—			—			—			3,093
Foreign currency translation
adjustments	—		—		—			—			(8,266		)	—			(2,838		)	(11,104		)
Unrealized loss on marketable
securities	—		—		—			—			(3,561		)	—			(1,221		)	(4,782		)
Equity-based compensation expense	—		—		38,368			—			—			—			—			38,368
Distribution to noncontrolling interest	—		—		—			—			—			—			(41,565		)	(41,565		)
Common stock dividends
($0.45 per share)	—		—		—			(69,311		)	—			—			—			(69,311		)
Preferred stock dividends	—		—		—			(1		)	—			—			—			(1		)
Common shares issued upon
vesting of restricted stock units	1,047		14		(14		)	—			—			—			—			—
Treasury shares withheld	(244	)	—		—			—			—			(4,801		)	—			(4,801		)
Balance at December 31, 2014	154,327		2,033		683,611			545,357			(14,210		)	(4,801		)	260,546			1,472,536
Net income	—		—		—			79,110			—			—			27,000			106,110
Foreign currency translation
adjustments	—		—		—			—			(10,462		)	—			(3,577		)	(14,039		)
Unrealized loss on marketable
securities	—		—		—			—			(883		)	—			(303		)	(1,186		)
Equity-based compensation expense	—		—		28,600			—			—			—			—			28,600
Distribution to noncontrolling
interest	—		—		—			—			—			—			(43,539		)	(43,539		)
Common stock dividends
($0.60 per share)	—		—		—			(92,844		)	—			—			—			(92,844		)
Preferred stock dividends	—		—		—			(2		)	—			—			—			(2		)
Common shares issued upon
vesting of restricted stock units	1,070		12		(12		)	—			—			—			—			—
Common shares issued for ESPP	20		—		287			—			—			—			—			287
Treasury shares withheld	(271	)	—		—			—			—			(4,497		)	—			(4,497		)
Balance at December 31, 2015	155,146		2,045		712,486			531,621			(25,555		)	(9,298		)	240,127			1,451,426
Net loss	—		—		—			(135,338		)	—			—			(20,741		)	(156,079		)
Foreign currency translation
adjustments	—		—		—			—			165			—			381			546
Unrealized gain on marketable
securities	—		—		—			—			616			—			180			796
Equity-based compensation expense	—		—		15,978			—			—			—			—			15,978
Distribution to noncontrolling
interest	—		—		—			—			—			—			(8,027		)	(8,027		)
Common stock dividends
($0.45 per share)	—		—		—			(79,012		)	—			—			—			(79,012		)
Preferred stock dividends	—		—		—			(1		)	—			—			—			(1		)
Transfer of Mosing Holdings interest to FINV	—		—		239,871			—			(8,203		)	—			(211,920		)	19,748
Common shares issued on conversion
Series A preferred stock	52,976		597		—			—			—			—			—			597
Common shares issued upon
vesting of restricted stock units	1,644		19		(19		)	—			—			—			—			—
Tax Receivable Agreement ("TRA")
and associated deferred taxes	—		—		(76,409		)	—			—			—			—			(76,409		)
Common shares issued for ESPP	76		1		972			—			—			—			—			973
Blackhawk acquisition	12,804		140		143,907			—			—			—			—			144,047
Treasury shares withheld	(245	)	—		—			—			—			(3,264		)	—			(3,264		)
Balance at December 31, 2016	222,401		$	2,802	$	1,036,786		$	317,270		$	(32,977	)	$	(12,562	)	$	—		$	1,311,319

The accompanying notes are an integral part of these consolidated financial statements.



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Year Ended December 31,
	2016			2015			2014
Cash flows from operating activities
Net income (loss)	$	(156,079	)	$	106,110		$	229,312
Adjustments to reconcile net income (loss) to cash provided
by operating activities
Depreciation and amortization	114,215			108,962			90,041
Equity-based compensation expense	15,978			28,600			38,368
Amortization of deferred financing costs	164			164			235
Venezuelan currency devaluation charge	—			—			13,010
Deferred tax provision (benefit)	(27,536		)	4,868			27,995
Provision for (recovery of) bad debts	11,581			228			(3,137		)
(Gain) loss on sale of assets	1,117			(1,038		)	289
Loss on asset retirement	29,881			—			—
Changes in fair value of investments	(1,123		)	741			(1,403		)
Change in value of contingent consideration	—			(1,532		)	—
Unrealized (gain) loss on derivative	64			(210		)	—
Other	—			(3,909		)	—
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	70,388			140,657			(43,349		)
Inventories	27,379			41,502			(30,282		)
Other current assets	4,039			16,981			(7,926		)
Other assets	(692		)	1,333			(1,619		)
Accounts payable	(3,485		)	(3,035		)	4,991
Deferred revenue	(39,659		)	(18,473		)	13,505
Accrued expenses and other current liabilities	(43,583		)	3,971			32,915
Other noncurrent liabilities	(13,480		)	1,838			5,915
Net cash provided by (used in) operating activities	(10,831		)	427,758			368,860

Cash flows from investing activities
Acquisition of Blackhawk (net of acquired cash)	(150,437		)	—			—
Acquisition of Timco Services, Inc. (net of acquired cash)	—			(78,676		)	—
Purchase of property, plant and equipment	(42,127		)	(99,723		)	(172,952		)
Proceeds from sale of assets and equipment	3,858			4,579			848
Proceeds from sale of investments	11,101			—			—
Purchase of marketable securities	(1,003		)	(869		)	(1,539		)
Other	(307		)	—			—
Net cash used in investing activities	(178,915		)	(174,689		)	(173,643		)

Cash flows from financing activities
Repayments of borrowings	(7,201		)	(765		)	(72		)
Proceeds from borrowings	363			151			—
Cost of Series A convertible preferred stock conversion to common stock	(595		)	—			—
Dividends paid on common stock	(79,013		)	(92,844		)	(69,311		)
Dividends paid on preferred stock	(1		)	(2		)	(1		)
Distribution to noncontrolling interest	(8,027		)	(43,539		)	(41,565		)
Treasury shares withheld	(3,264		)	(4,497		)	(4,801		)
Proceeds from the issuance of ESPP shares	973			287			—
Net cash used in financing activities	(96,765		)	(141,209		)	(115,750		)

Effect of exchange rate changes on cash due to Venezuelan devaluation	—			—			(1,040		)
Effect of exchange rate changes on cash	3,678			1,145			5,980
Net increase (decrease) in cash	(282,833		)	113,005			84,407
Cash and cash equivalents at beginning of period	602,359			489,354			404,947
Cash and cash equivalents at end of period	$	319,526		$	602,359		$	489,354

The accompanying notes are an integral part of these consolidated financial statements.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Basis of Presentation and Significant Accounting Policies

Nature of Business

Frank’s International N.V. ("FINV"), a limited liability company organized under the laws of the Netherlands, is a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. FINV provides services to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells.

Basis of Presentation

The consolidated financial statements of FINV for the years ended December 31, 2016 , 2015 and 2014 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, "Company," "we," "us" and "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these consolidated financial statements.

Our accompanying consolidated financial statements and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). In the opinion of management, these consolidated financial statements reflect all adjustments consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented.

The consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar.

Out-Of-Period Adjustment

During our review of the three months ended June 30, 2014, we identified a non-cash error that originated in prior periods. The error related to the attribution of the cost of share-based compensation to the requisite service periods of retirement-eligible employees. Awards made pursuant to the 2013 Long-Term Incentive Plan generally provided that the awards vest if the employee retires. The requisite service period for awards does not extend beyond the date an employee becomes eligible to retire, which causes the requisite service period to be either two years or the period from grant date to the date the employee becomes retirement eligible. In the second quarter of 2014, we discovered that share-based compensation expense related to retirement-eligible employees was cumulatively understated through the first quarter of 2014 by approximately $ 7.5 million . Because the errors were immaterial both in the periods in which they arose and in which they were corrected, the correction was recorded as an out-of-period adjustment in the second quarter of 2014 and is included in general and administrative expenses on the consolidated statements of operations.

Significant Accounting Policies

Accounting Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Accounts Receivable

We establish an allowance for doubtful accounts based on various factors including historical experience, the current aging status of our customer accounts, the financial condition of our customers and the business and political environment in which our customers operate. Provisions for doubtful accounts are recorded when it becomes probable that customer accounts are uncollectible.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and Cash Equivalents

We consider all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Throughout the year, we have cash balances in excess of federally insured limits deposited with various financial institutions. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents.

Comprehensive Income

Accounting standards on reporting comprehensive income require that certain items, including foreign currency translation adjustments and unrealized gains and losses on marketable securities be presented as components of comprehensive income. The cumulative amounts recognized by us under these standards are reflected in the consolidated balance sheet as accumulated other comprehensive income, a component of stockholders’ equity.

Contingencies

Certain conditions may exist as of the date our consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Derivative Financial Instruments

When we deem appropriate, we use foreign currency forward derivative contracts to mitigate the risk of fluctuations in foreign currency exchange rates. We use these instruments to mitigate our exposure to non-local currency working capital. We do not hold or issue financial instruments for trading or other speculative purposes. We account for our derivative activities under the provisions of accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations.

Earnings (Loss) Per Share

Basic earnings (loss) per share excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, available-for-sale securities, derivative financial instruments, obligations under trade accounts payable and short and long-term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value. Refer to Note 10 – Fair Value Measurements for the fair values of our available-for-sale securities, derivative financial instruments, and other obligations.

Foreign Currency Translations and Transactions

Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates. Gains and losses resulting from these translations are included in accumulated other comprehensive income within stockholders’ equity.

For those foreign subsidiaries that have designated the U.S. dollar as the functional currency, gains and losses resulting from balance sheet remeasurement of foreign operations are included in the consolidated statements of operations as incurred. Gains and losses resulting from transactions denominated in a foreign currency are also included in the consolidated statements of operations as incurred.

Goodwill

Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the two step impairment test is performed. First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. If impairment is indicated, then the fair value of the reporting unit’s goodwill is determined by allocating the unit’s fair value to its assets and liabilities (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The amount of impairment for goodwill is measured as the excess of its carrying value over its fair value. We complete our assessment of goodwill impairment as of December 31 each year. No impairment was recorded for years ended December 31, 2016 , 2015 and 2014 . Our goodwill is allocated to our operating segments as follows: U.S. Services - approximately $16.2 million ; Tubular Sales - approximately $2.4 million ; Blackhawk - approximately $192.4 million . The inputs used in the determination of fair value are generally level 3 inputs. See Note 10 – Fair Value Measurements in these Notes to Consolidated Financial Statements for a discussion of fair value measures.

Impairment of Long-Lived Assets

Long-lived assets, which include property, plant and equipment, and certain other assets to be held and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized based on the fair value of the asset.

Income Taxes

We operate under many legal forms in approximately 60 countries. As a result, we are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these different jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), and withholding taxes based on revenues. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events. Changes in tax laws, regulations, agreements and treaties,

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

foreign currency exchange restrictions, or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year.

FICV is treated as a partnership for U.S. federal income tax purposes and its domestic subsidiaries are classified as limited liability companies not subject to federal or state income taxation. As a partner in FICV, we are subject to U.S. taxation on our allocable share of U.S. taxable income and the noncontrolling member will pay taxes with respect to its allocable share of U.S. taxable income.

We provide for income tax expense based on the liability method of accounting for income taxes based on the authoritative accounting guidance. Deferred tax assets and liabilities are recorded based upon temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes, and are measured using the enacted marginal rates and laws that will be in effect when the differences are expected to reverse. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities during the period. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority.

Intangible Assets

Intangible assets are comprised of licenses, customer relationships, trade names, intellectual property and non-compete agreements. Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets. We evaluate impairment of our intangible assets on an individual basis whenever circumstances indicate that the carrying value may not be recoverable. Intangible assets deemed to be impaired are written down to their fair value discounted cash flows and, if available, comparable market values.

The following table provides information related to our intangible assets as of December 31, 2016 and 2015 (in thousands):



	December 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Total
Customer relationships	$	38,681	$	(11,452	)	$	27,229
Trade name	11,733		(3,648		)	8,085
Intellectual property	9,748		(379		)	9,369
License agreement	4,957		(4,957		)	—
Non-compete agreement	1,160		(760		)	400
Total intangible assets	$	66,279	$	(21,196	)	$	45,083

	December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Total
Customer relationships	$	14,658	$	(9,422	)	$	5,236
Trade name	3,525		(2,925		)	600
License agreement	4,957		(4,957		)	—
Non-compete agreement	1,160		(440		)	720
Total intangible assets	$	24,300	$	(17,744	)	$	6,556

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense for intangibles assets was $ 3.5 million , $ 1.8 million and $ 0.7 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.

As of December 31, 2016 , estimated amortization expense for the intangible assets for each of the next five years was as follows (in thousands):



2017	$	11,440
2018	10,705
2019	10,102
2020	6,836
2021	5,433
Thereafter	567
Total	$	45,083

Inventories

Inventories are stated at the lower of cost (primarily average cost) or market value. Work in progress and finished goods include the cost of materials, labor, and manufacturing overhead. Inventory placed in service is either capitalized and included in equipment or expensed based upon our capitalization policies.

Marketable Securities and Cash Surrender Value of Life Insurance Policies

Our marketable securities in publicly traded equity securities as an indirect result of strategic investments are classified as available-for-sale and are reported at fair value. See Note 7 – Other Assets. Unrealized gains and losses are reported as a component of stockholders’ equity.

We also have cash surrender value of life insurance policies that are held within a Rabbi Trust for the purpose of paying future executive deferred compensation benefit obligations. Unrealized and realized gains and losses on marketable securities are included in other income on our consolidated statements of operations, net when realized. Any impairment loss to reduce an investment’s carrying amount to its fair market value is recognized in income when a decline in the fair market value of an individual security below its cost or carrying value is determined to be other than temporary. Realized gains (losses) on investments were $1.1 million , $(0.7) million and $1.4 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Expenditures for significant improvements and betterments are capitalized when they enhance or extend the useful life of the asset. Expenditures for routine repairs and maintenance, which do not improve or extend the life of the related assets, are expensed when incurred. When properties or equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the books and the resulting gain or loss is recognized on the consolidated statements of operations.

Depreciation on fixed assets is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. The depreciation of fixed assets recorded under capital lease agreements is included in depreciation expense.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition


•	International service hours are billed per man hour or similar basis.


•	U.S. services are billed on,

i) Offshore - per day or similar basis.

ii) Land - per man hour or on a project basis.


•	Blackhawk services are billed primarily on a per day basis for both domestic and international.


•	International equipment rentals are billed on a per month or similar basis.


•	U.S. equipment rentals are billed on,

i) Offshore - per day or similar basis.

ii) Land - on completion of a job or project basis


•	Blackhawk services are billed on,

i) Offshore and Land - per day basis with some minimum days requirements

ii) International - negotiated contracts but are primarily based on monthly rentals.

For customers contracted under direct service purchase orders and direct rental agreements, an accrual is recorded in unbilled accounts receivable for revenue earned but not yet invoiced.

Stock-Based Compensation

Our 2013 Long-Term Incentive Plan provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units ("RSUs"), dividend equivalent rights and other types of equity and cash incentive awards to employees, non-employee directors and service providers. Stock-based compensation expense is measured at the grant date of the share-based awards based on their value and is recognized on a straight-line basis over the vesting period, net of an estimated forfeiture rate and is included in general and administrative expense in the consolidated statements of operations.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our stock-based compensation currently consists of RSUs. The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB’s Accounting Standards Codification.

We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations.

In January 2017, the FASB issued new accounting guidance for simplifying the test for goodwill impairment. In the original guidance, an entity is required to perform additional analysis in Step 2, which measures a goodwill impairment loss by comparing the implied fair value of a report unit’s goodwill with the carrying amount of that goodwill. The FASB simplifies the subsequent measurement of goodwill by eliminating Step 2. Instead, under the amendments in this update, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount with excess carrying value over the fair value recognized as a loss on impairment. In addition, income tax effects from any tax deductible goodwill should be considered in measuring the goodwill impairment loss, if applicable. The amendments in this update are effective for public companies for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020, with early adoption permitted. Management will early adopt the provisions of this new accounting guidance with the Company's annual goodwill impairment analysis for the year ended December 31, 2017.

In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted under certain circumstances. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In October 2016, the FASB issued new accounting guidance for recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. The objective of the guidance is to eliminate the exception for an intra-entity transfer of an asset other than inventory and requires an entity to recognize the income tax consequences at the time of transfer rather than when the asset is sold to a third party. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not yet been issued. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In March 2016, the FASB issued accounting guidance on equity compensation, which simplifies the accounting for the taxes related to equity-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The ASU also gives an option to recognize actual forfeitures when they occur and clarifies the statement of cash flow presentation for certain components of share-based awards. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 31, 2016. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.

In January 2016, the FASB issued accounting guidance on the recognition and measurement of financial assets and financial liabilities. Under this guidance, equity investments will be measured at fair value with changes in fair value recognized in net income. The guidance requires public businesses to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. The guidance also eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The guidance is not applicable to equity investments accounted for under the equity method of accounting. The guidance is effective for interim and annual periods beginning after December 15, 2017. Management does not believe the adoption will have a material impact on our consolidated financial statements.

In November 2015, the FASB issued accounting guidance on the classification and presentation of deferred taxes. The guidance eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. The guidance requires all deferred tax assets and liabilities be classified as noncurrent. The guidance is effective for interim and annual periods beginning after December 15, 2016 with early adoption permitted. The amendments in this guidance may be applied either prospectively to all deferred tax liabilities

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and assets or retrospectively to all periods presented. We adopted this guidance on December 31, 2015 and the adoption did not have a material impact on our consolidated financial statements.

In July 2015, the FASB issued accounting guidance on simplifying the measurement of inventory. Under this guidance, inventory will be measured at the lower of cost and net realizable value. Options that currently exist for market value will be eliminated. The guidance defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. This guidance will be effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. The adoption of this guidance does not have a material impact on our consolidated financial statements.

In February 2015, the FASB issued guidance on the amendments to the consolidation analysis, which affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with requirements that are similar to those for registered money market funds. We adopted this guidance on January 1, 2016 and the adoption did not have a material impact on our consolidated financial statements.

In January 2015, the FASB issued guidance on the income statement presentation, which eliminates the concept of extraordinary items while retaining certain presentation and disclosure guidance for items that are unusual in nature or occur infrequently. We adopted this guidance on January 1, 2016 and the adoption did not have a material impact on our consolidated financial statements.

In August 2014, the FASB issued accounting guidance on the disclosure of uncertainties about an entity's ability to continue as a going concern. This update required management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The guidance was effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The adoption of this guidance does not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard update, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB will also permit early adoption of the standard, but not before the original effective date of December 15, 2016. Our implementation efforts include the identification of revenue within the scope of the guidance and the evaluation of certain revenue contracts. Our evaluation of the impact of the new guidance on our consolidated financial statements is ongoing and we continue to evaluate the timing of recognition for various revenues, which may be accelerated or deferred depending on the features of the customer arrangements and the presentation of certain contract costs (whether presented gross or offset against revenues).

Note 2—Noncontrolling Interest

We hold an economic interest in FICV and are responsible for all operational, management and administrative decisions relating to FICV’s business. As a result, the financial results of FICV are consolidated with ours.

We recorded a noncontrolling interest on our consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings, LLC ("Mosing Holdings"). Net income (loss) attributable to noncontrolling interest on the statements of operations represented the portion of earnings or losses attributable to the economic interest

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

in FICV held by Mosing Holdings. The allocable domestic income (loss) from FICV to FINV is subject to U.S. taxation. Effective with the August 2016 conversion of all of Mosing Holdings' Series A preferred stock (see Note 12 – Preferred Stock), Mosing Holdings transferred all its interest in FICV to us and the noncontrolling interest was eliminated. As a result, the amount included in net income (loss) attributable to noncontrolling interest for the year ended December 31, 2016 is through August 26, 2016.

A reconciliation of net income (loss) attributable to noncontrolling interest is detailed as follows (in thousands):



	Year Ended December 31,
	2016			2015			2014
Net income (loss)	$	(156,079	)	$	106,110		$	229,312
Add: Net loss after Mosing Holdings contributed interest to FINV (1)	84,541			—			—
Add: Provision (benefit) for U.S. income taxes of FINV (2)	(10,414		)	6,585			45,433
Less: (Income) loss in FINV (3)	23			(6,824		)	(392		)
Net income (loss) subject to noncontrolling interest	(81,929		)	105,871			274,353
Noncontrolling interest percentage (4)	25.2		%	25.4		%	25.6		%
Net income (loss) attributable to noncontrolling interest	$	(20,741	)	$	27,000		$	70,275


(1)	Represents net loss after August 26, 2016 when Mosing Holdings transferred its interest to FINV.


(2)	Represents income tax expense (benefit) of entities outside of FICV as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016.


(3)	Represents results of operations for entities outside of FICV as of August 26, 2016.


(4)	Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us.

Note 3—Acquisitions

Blackhawk

On November 1, 2016, we completed a transaction to acquire all outstanding shares in Blackhawk Group Holdings, Inc., the ultimate parent company of Blackhawk Specialty Tools LLC, ("Blackhawk") pursuant to the terms of a definitive merger agreement ("Merger Agreement") dated October 6, 2016. Blackhawk is a leading provider of well construction and well intervention services and products. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk with Blackhawk, surviving the Merger as our wholly-owned subsidiary. The merger consideration was comprised of a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock ("Common Stock"), on a cash-free, debt-free basis, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including working capital adjustments).

Accordingly, the results of Blackhawk's operations from November 1, 2016 are included in our consolidated financial statements. For the year ended December 31, 2016 , Blackhawk contributed revenue of $10.0 million and operating losses of $7.4 million .

In accordance with accounting guidance for business combinations, the unaudited pro forma financial information presented below assumes the acquisition was completed January 1, 2015, the first day of the fiscal year 2015. This unaudited pro forma financial information does not necessarily represent what would have occurred if the transaction had taken place on the date presented and should not be taken as representative of our future consolidated results of operations. The unaudited pro forma financial information includes adjustments for amortization expense for identified intangible assets and depreciation expense based on the fair value and estimated lives of acquired property, plant and equipment. In addition, acquisition related costs are excluded from the unaudited pro forma financial information.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table shows our unaudited financial information for the years ended December 31, 2016 and 2015, respectively (in thousands, except per share amounts):



	Pro Forma (Unaudited)
	Year Ended December 31,
	2016			2015
Revenue	$	544,798		$	1,109,559
Net income (loss) applicable to common shares	$	(161,527	)	$	68,215
Income (loss) per common share:
Basic	$	(0.86	)	$	0.41
Diluted	$	(0.86	)	$	0.42

The Blackhawk acquisition was accounted for as a business combination. As described in Note 10 - Fair Value Measurements, the purchase price is allocated to the fair value of assets acquired and liabilities assumed based on a discounted cash flow model and goodwill is recognized for the excess consideration transferred over the fair value of the net assets. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchase price allocation period, which is generally 1 year from the business combination date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. These adjustments will not result in an impact to our consolidated statements of operations.

The following table summarizes the fair values of the assets acquired and liabilities assumed as part of the Blackhawk acquisition as determined in accordance with business combination accounting guidance (in thousands):



	November 1, 2016
Current assets, excluding cash	$	23,626
Property, plant and equipment	45,091
Other long-term assets	3,139
Intangible assets	41,972
Assets acquired	$	113,828
Current liabilities assumed	11,132
Other long-term liabilities	542
Liabilities assumed	$	11,674
Fair value of net assets acquired	102,154
Total consideration transferred	294,563
Goodwill	$	192,409

The amount allocated to intangible assets was attributed to the following categories (in thousands):



	December 31, 2016		Estimated Useful Lives in Years
Intellectual property	$	9,741	1-10
Customer relationships	24,024		5
Trade Name/Trademark	8,207		3
	$	41,972

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

These intangible assets are amortized on a straight-line basis, which is presented in depreciation and amortization in our consolidated statements of operations.

The intention of this transaction was to augment our tubular services business by providing us the opportunity to diversify our offerings and emerge as a leader in a new business line and a significantly larger addressable market. In addition to what we believe is a line of well-regarded, market leading, technically differentiated specialty cementation tools, Blackhawk also provides well intervention products through its line of brute packers and related products, and is continuing its development of products for onshore and offshore applications. In conjunction with the merger, we created a fourth segment, Blackhawk, and have recorded goodwill of $192.4 million in that segment.

Timco

On April 1, 2015, Frank’s International, LLC, a Texas limited liability company (“Frank’s LLC”) and an indirect wholly-owned subsidiary of FICV completed a transaction, which was not a significant acquisition, to purchase all of the outstanding equity interests of Timco Services, Inc. ("Timco"), a Louisiana corporation with a strong presence in the Permian Basin and Eagle Ford Shale regions, in exchange for consideration consisting of (i) approximately $ 81.0 million inclusive of a tax reimbursement payment of $ 8.0 million as well as closing adjustments for normal operating activity and customary purchase price adjustments and (ii) contingent consideration of up to $ 20.0 million , payable in two separate payments of $ 10.0 million based upon exceeding certain targets of the United States land rotary rig count, as reported by Baker Hughes, over prescribed time periods. As of December 31, 2016 , the contingent consideration had a fair value of approximately $ 7.0 thousand . Due to the low rig count, we were not obligated to make the first contingent consideration payment due on December 31, 2016. In addition, each party agreed to indemnify the other for breaches of representations and warranties, breaches of covenants and certain other matters, subject to certain exceptions.

The Timco acquisition was accounted for as a business combination in accordance with accounting guidance. The purchase price is allocated to the fair value of assets acquired and liabilities assumed based on a discounted cash flow model and goodwill is recognized for the excess consideration transferred over the fair value of the net assets. We recognized $ 4.9 million of goodwill. The goodwill was assigned to the U.S. Services segment and is deductible for tax purposes. The purchase price allocation was finalized during the fourth quarter of 2015.

In connection with the Timco acquisition, we acquired intangible assets in the amount of $ 7.9 million related to customer relationships, trade names and non-compete clauses. The intangible assets are amortized over their estimated useful lives. Amortization expense for the intangible assets for the Timco acquisition was $ 1.8 million and $1.4 million for the years ended December 31, 2016 and 2015 , respectively.

Note 4—Accounts Receivable, net

Accounts receivable at December 31, 2016 and 2015 were as follows (in thousands):



	December 31,
	2016		2015
Trade accounts receivable, net of allowance
of $14,337 and $2,528, respectively	$	89,096	$	166,256
Unbilled receivables	30,882		40,033
Taxes receivable	42,870		34,163
Affiliated ⁽¹⁾	717		3,966
Other receivables	3,852		1,773
Total accounts receivable	$	167,417	$	246,191


(1)	Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5—Inventories

Inventories at December 31, 2016 and 2015 were as follows (in thousands):



	December 31,
	2016		2015

Pipe and connectors	$	102,360	$	137,245
Finished goods	14,257		4,020
Work in progress	7,099		5,230
Raw materials, components and supplies	15,363		14,768
Total inventories	$	139,079	$	161,263

Note 6—Property, Plant and Equipment

The following is a summary of property, plant and equipment at December 31, 2016 and 2015 (in thousands):



	Estimated
	Useful Lives	December 31,
	in Years	2016			2015

Land	—	$	15,730		$	10,119
Land improvements	8-15	9,379			9,289
Buildings and improvements	39	73,211			74,152
Rental machinery and equipment	7	933,667			898,134
Machinery and equipment - other	7	60,182			60,250
Furniture, fixtures and computers	5	19,073			18,240
Automobiles and other vehicles	5	36,796			48,402
Aircraft	7	16,267			16,267
Leasehold improvements	7-15, or lease term if shorter	8,027			7,947
Construction in progress - machinery
and equipment and buildings	—	120,937			102,432
		1,293,269			1,245,232
Less: Accumulated depreciation		(726,245		)	(620,273		)
Total property, plant and equipment, net		$	567,024		$	624,959

Depreciation expense was approximately $110.7 million , $107.2 million and $89.4 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7—Other Assets

Other assets at December 31, 2016 and 2015 consisted of the following (in thousands):



	December 31,
	2016		2015

Cash surrender value of life insurance policies ⁽¹⁾	$	36,269	$	45,254
Deferred tax asset ⁽²⁾	79,309		536
Deposits	2,343		2,031
Other	6,921		5,112
Total other assets	$	124,842	$	52,933


(1)	See Note 10 – Fair Value Measurements


(2)	See Note 18 – Income Taxes

Note 8—Accrued and Other Current Liabilities

Accrued and other current liabilities at December 31, 2016 and 2015 consisted of the following (in thousands):



	December 31,
	2016		2015

Accrued compensation	$	10,250	$	25,281
Accrued property and other taxes	19,740		23,790
Accrued severance and other charges	6,150		22,244
Income taxes	6,857		7,385
Accrued inventory	—		5,281
Accrued medical claims	604		4,141
Accrued purchase orders	2,083		5,562
Other	19,266		18,200
Total accrued and other current liabilities	$	64,950	$	111,884

Note 9—Debt

Credit Facility

We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”). Subject to the terms of our Credit Facility, we have the ability to increase the commitments to $150.0 million . At December 31, 2016 and 2015 , we had no outstanding indebtedness under the Credit Facility. In addition, we had $3.7 million and $4.7 million in letters of credit outstanding as of December 31, 2016 and 2015 , respectively. As of December 31, 2016, our ability to borrow under the Credit Facility has been reduced to approximately $50 million from $100 million as a result of our decreased Adjusted EBITDA. Our borrowing capacity under the Credit Facility could be further reduced or eliminated depending on our future Adjusted EBITDA. We will seek a multi-quarter covenant waiver sometime during the first quarter of 2017.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50% . Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months, interest is paid at the end of each three-month period. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.250% to 0.375% based on certain leverage ratios.

The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain: (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in our credit agreement) of not more than 2.50 to 1.0; and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0. As of December 31, 2016 , we were in compliance with all financial covenants under the Credit Facility.

In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, the failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control.

Citibank Credit Facility

In 2016, we entered into a three -year credit facility with Citibank N.A., UAE Branch in the amount of $6.0 million for issuance of standby letters of credit and guarantees. The credit facility also allows for open ended guarantees. Outstanding amounts under the credit facility bear interest of 1.25% per annum for amounts outstanding up to one year. Amounts outstanding more than one year bear interest at 1.5% per annum. As of December 31, 2016 , we had $2.2 million in letters of credit outstanding.

AFCO Credit Corporation - Insurance Notes Payable

In 2015, we entered into a note to finance annual insurance premiums for $ 7.6 million . The note bore interest at an annual rate of 1.9% and matured in October 2016. At December 31, 2016 , we had no outstanding balance. At December 31, 2015 , the total outstanding balance was $6.9 million .

Note 10—Fair Value Measurements

We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. We are able to classify fair value balances based on the observability of these inputs. The authoritative guidance for fair value measurements establishes three levels of the fair value hierarchy, defined as follows:


•	Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets.


•	Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability.


•	Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. Depending on the particular asset or liability, input availability can vary depending on factors such as product type, longevity of a product in the market and other particular transaction conditions. In some cases, certain inputs used to measure fair value may be categorized into different levels of the fair value hierarchy. For disclosure purposes under the accounting guidance, the lowest level that contains significant inputs used in valuation should be chosen.

Financial Assets and Liabilities

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of December 31, 2016 and 2015 were as follows (in thousands):



	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
December 31, 2016
Assets:
Derivative financial instruments	$	—	$	146	$	—	$	146
Investments:
Cash surrender value of life insurance
policies - deferred compensation plan	—		36,269		—		36,269
Marketable securities - other	3,692		—		—		3,692
Liabilities:
Deferred compensation plan	—		30,307		—		30,307



December 31, 2015
Assets:
Derivative financial instruments	$	—	$	210	$	—	$	210
Investments:
Cash surrender value of life insurance
policies - deferred compensation plan	—		45,254		—		45,254
Marketable securities - other	2,387		—		—		2,387
Liabilities:
Deferred compensation plan	—		43,568		—		43,568

Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. At December 31, 2016 and 2015 , derivative financial instruments are included in accounts receivable, net in our consolidated balance sheets.

Our investment associated with our deferred compensation plan consists primarily of the cash surrender value of life insurance policies and is included in other assets on the consolidated balance sheets. Our investment changes as a result of contributions, payments, and fluctuations in the market. Assets and liabilities, measured using significant observable inputs, are reported at fair value based on third-party broker statements, which are derived from the fair value of the funds' underlying investments. We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the consolidated balance sheets.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations as well as impairment related to goodwill and other long-lived assets. For business combinations (see Note 3 - Acquisitions), the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets. We utilize a discounted cash flow model in evaluating impairment considerations related to goodwill and long-lived assets. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs.

Other Fair Value Considerations

The carrying values on our consolidated balance sheet of our cash and cash equivalents, trade accounts receivable, other current assets, accounts payable, accrued and other current liabilities and lines of credit approximate fair values due to their short maturities.

Note 11— Derivatives

In December 2015, we began entering into short-duration foreign currency forward derivative contracts to reduce the risk of foreign currency fluctuations. We use these instruments to mitigate our exposure to non-local currency operating working capital. We record these contracts at fair value on our consolidated balance sheets. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations.

As of December 31, 2016 and 2015 , we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):



	December 31, 2016
	Notional		Contractual	Settlement
Derivative Contracts	Amount		Exchange Rate	Date
Canadian dollar	$	4,553	1.3179	3/14/17
Euro	4,753		1.0563	3/14/17
Euro	2,558		1.0659	1/13/17
Norwegian kroner	3,643		8.5101	3/14/17
Pound sterling	3,908		1.2607	3/14/17



	December 31, 2015
	Notional		Contractual	Settlement
Derivative Contracts	Amount		Exchange Rate	Date
Canadian dollar	$	5,091	1.3751	1/13/16
Euro	19,706		1.0948	1/13/16
Norwegian kroner	11,498		8.6973	1/13/16
Pound sterling	7,516		1.5031	1/13/16

The following table summarizes the location and fair value amounts of all derivative contracts in the consolidated balance sheets as of December 31, 2016 and 2015 (in thousands):

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Derivatives not designated as Hedging Instruments	Consolidated Balance Sheet Location	December 31, 2016		December 31, 2015
Foreign currency contracts	Accounts receivable, net	$	146	$	210

The following table summarize the location and amounts of the unrealized gains on derivative contracts in the consolidated statements of operations as of December 31, 2016 and 2015 (in thousands):



Derivatives not designated as Hedging Instruments	Location of gain (loss) recognized in income on derivative contracts	December 31, 2016			December 31, 2015
Unrealized gain (loss) on foreign currency contracts	Other income	$	(64	)	$	210
Realized loss on foreign currency contracts	Other income	(296		)	—
Total net income (loss) on foreign currency contracts		$	(360	)	$	210

Our derivative transactions are governed through International Swaps and Derivatives Association ("ISDA") master agreements. These agreements include stipulations regarding the right of offset in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists.

The following table presents the gross and net fair values of our derivatives as of December 31, 2016 and 2015 (in thousands):



	Derivative Asset Positions						Derivative Liability Positions
	December 31,						December 31,
	2016			2015			2016			2015
Gross position - asset / (liability)	$	181		$	316		$	(35	)	$	(106	)
Netting adjustment	(35		)	(106		)	35			106
Net position - asset / (liability)	$	146		$	210		$	—		$	—

Note 12—Preferred Stock

At December 31, 2015, we had 52,976,000 shares of Series A preferred stock, par value €0.01 per share (the "Preferred Stock") issued and outstanding, all of which were held by Mosing Holdings. Each share of Preferred Stock had a liquidation preference equal to its par value of €0.01 per share and was entitled to an annual dividend equal to 0.25% of its par value. We paid the annual dividend for the year ended December 31, 2015 of $1,476 on June 3, 2016. Additionally, each share of Preferred Stock entitled its holder to one vote. Preferred stockholders voted with the common stockholders as a single class on all matters presented to FINV's shareholders for their vote.

Before the conversion, Mosing Holdings had the right to convert all or a portion of its Preferred Stock into shares of our common stock by delivery of an equivalent portion of its interest in FICV to us. Accordingly, the increase in our interest in FICV in connection with a conversion would decrease the noncontrolling interest in our financial statements that was attributable to Mosing Holdings' interest in FICV.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

units in FICV. On August 26, 2016, we issued 52,976,000 common shares to Mosing Holdings. Upon conversion of the Preferred Stock, we had no issued or outstanding convertible preferred shares and the number of common shares of authorized capital was increased by 52,976,000 shares, equal to the number of convertible preferred shares that were converted into common shares. Additionally, upon the exchange of the convertible preferred stock, Mosing Holdings was entitled to receive an amount in cash equal to the nominal value of each convertible preferred share plus any accrued but unpaid dividends with respect to such stock. The cash payment of $0.6 million was paid on September 23, 2016. In conjunction with the conversion, Mosing Holdings delivered its interest in FICV to us and no longer owns any interest in FICV. As a result of the transaction, we have also reallocated the accumulated other comprehensive loss attributable to the noncontrolling interest.

The Preferred Stock was classified outside of permanent equity in our consolidated balance sheet at its redemption value of par plus accrued and unpaid dividends because the conversion provisions were not solely within our control.

Note 13—Treasury Stock

At December 31, 2016 , common shares held in treasury totaled 759,929 with a cost of $12.6 million . At December 31, 2015, common shares held in treasury totaled 514,812 with a cost of $9.3 million . These shares were withheld from employees to settle personal tax withholding obligations that arose as a result of restricted stock units that vested.

Note 14—Related Party Transactions

We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease office space from an affiliated company. Rent expense related to these leases was $8.0 million , $7.6 million and $7.4 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.

We are a party to certain agreements relating to the rental of aircraft to Western Airways, Inc. ("WA"), an entity controlled by the Mosing family. The WA agreements reflect both dry lease and wet lease rental, whereby we are charged a flat monthly fee primarily for crew, hangar, maintenance and administration costs in addition to other variable costs for fuel and maintenance. We also earn charter income from third party usage through a revenue sharing agreement. We recorded net charter expense of $1.3 million , $2.0 million and $1.5 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.

Tax Receivable Agreement

Mosing Holdings and its permitted transferees converted all of their Preferred Stock into shares of our common stock on a one -for-one basis on August 26, 2016, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of their interests in FICV to us (the “Conversion”). FICV will make an election under Section 754 of the Code. Pursuant to the Section 754 election, the Conversion will result in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV now held by FINV. These adjustments will be allocated to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent the Conversion. The basis adjustments are expected to reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The tax receivable agreement (the "TRA") that we entered into with FICV and Mosing Holdings in connection with our IPO generally provides for the payment by FINV of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax (which reductions we refer to as “cash savings”) in periods after our IPO as a result of (i) the tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for payment by us of interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in either FICV or FINV. We will retain the remaining 15% of cash savings, if any.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2016 our estimated TRA liability was $124.6 million . This represents 85% of the future cash savings expected from the utilization of the original basis adjustments plus subsequent basis adjustments that will result from payments under the TRA agreement. The estimation of the TRA liability is by its nature imprecise and subject to significant assumptions regarding the amount and timing of taxable income in the future and the tax rates then applicable. The time period over which the cash savings is expected to be realized is estimated to be over 20 years. Based on FINV’s estimated tax position, we expect to make a TRA payment of approximately $0.8 million for the tax year ending December 31, 2016 .

The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA will continue until all such tax benefits have been utilized or expired, unless FINV elects to exercise its sole right to terminate the TRA early. If FINV elects to terminate the TRA early, it would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on December 31, 2016 , the estimated termination payment would be approximately $105.3 million (calculated using a discount rate of 4.96% ). The foregoing number is merely an estimate and the actual payment could differ materially.

Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of FICV to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreements; this ability, in turn, may depend on the ability of FICV’s subsidiaries to provide payments to it. The ability of FICV and its subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers of change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock.

Note 15—Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is determined by dividing net income (loss), less preferred stock dividends, by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued.

We apply the treasury stock method to determine the dilutive weighted average common shares represented by the unvested restricted stock units and ESPP shares. Through August 26, 2016, the date of the conversion of all of Mosing Holdings' Preferred Stock and Mosing Holdings' transfer of interest in FICV to us (See Note 12 – Preferred Stock), the diluted earnings (loss) per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the basic and diluted earnings (loss) per share calculations (in thousands, except per share amounts):



	Year Ended December 31,
	2016			2015			2014
Numerator - Basic
Net income (loss)	$	(156,079	)	$	106,110		$	229,312
Less: Net (income) loss attributable to noncontrolling interest	20,741			(27,000		)	(70,275		)
Less: Preferred stock dividends	(1		)	(2		)	(1		)
Net income (loss) available to common shareholders	$	(135,339	)	$	79,108		$	159,036

Numerator - Diluted

Net (loss) attributable to common shareholders	$	(135,339	)	$	79,108		$	159,036
Add: Net income attributable to noncontrolling interest ^{(1), (2)}	—			24,784			54,866
Add: Preferred stock dividends ⁽²⁾	—			2			1
Dilutive net income (loss) available to common shareholders	$	(135,339	)	$	103,894		$	213,903

Denominator
Basic weighted average common shares	176,584			154,662			153,814
Exchange of noncontrolling interest for common stock (Note 12) ⁽²⁾	—			52,976			52,976
Restricted stock units ⁽²⁾	—			1,512			1,038
Stock to be issued pursuant to ESPP ⁽²⁾	—			2			—
Diluted weighted average common shares	176,584			209,152			207,828

Earnings (loss) per common share:
Basic	$	(0.77	)	$	0.51		$	1.03
Diluted	$	(0.77	)	$	0.50		$	1.03



(1)	Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock	$	—	$	2,216	$	15,409
(2)	Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted earnings (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss.	35,556		—		—

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16—Stock-Based Compensation

2013 Long-Term Incentive Plan

Under our 2013 Long-Term Incentive Plan (the “LTIP”), stock options, SARs, restricted stock, restricted stock units, dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our board of directors terminates the plan. There are 20,000,000 shares of common stock reserved for issuance under the LTIP. As of December 31, 2016 , 15,166,425 shares remained available for issuance.

Restricted Stock Units

Upon completion of the IPO and pursuant to the LTIP, we began granting restricted stock units. Substantially all RSUs granted under the LTIP vest ratably over a period of one to three years. Certain restricted stock unit awards provide for accelerated vesting for qualifying terminations of employment or service.

Employees granted RSUs are not entitled to dividends declared on the underlying shares while the restricted stock unit is unvested. As such, the grant date fair value of the award is measured by reducing the grant date price of our common stock by the present value of the dividends expected to be paid on the underlying shares during the requisite service period, discounted at the appropriate risk-free interest rate. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2016 , 2015 and 2014 was $11.6 million , $14.6 million and $3.1 million , respectively. Compensation expense is recognized ratably over the vesting period. As of December 31, 2016 , we assumed no annual forfeiture rate because of our lack of turnover and history for this type of award.

Stock-based compensation expense relating to RSUs included in general and administrative expenses on the consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 was $15.6 million , $26.1 million and $38.4 million , respectively. For the year ended December 31, 2015 , an additional $ 2.3 million of stock-based compensation expense was recorded in severance and other charges as a result of our reduction efforts mentioned in Note 19 – Severance and Other Charges, bringing the total stock-based compensation expense recorded to $28.4 million for the year ended December 31, 2015 . Unamortized stock compensation expense as of December 31, 2016 relating to RSUs totaled approximately $11.8 million , which will be expensed over a weighted average period of 1.46 years.

Non-vested RSUs outstanding as of December 31, 2016 and the changes during the year were as follows:



			Weighted
	Number of		Average Grant
	Shares		Date Fair Value
Non-vested at December 31, 2015	2,359,373		$	18.95
Granted	929,160		12.53
Vested	(1,643,999	)	19.86
Forfeited	(11,056	)	16.09
Non-vested at December 31, 2016	1,633,478		$	14.40

Performance Restricted Stock Units

In February 2016, we granted performance restricted stock unit awards ("PRSUs") with a fair value of $2.8 million or 199,168 units ("Target Level"). The performance period for this grant is a three -year period from January 1, 2016 to December 31, 2018 ("Performance Period").

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The purpose of the PRSU's is to closely align the incentive compensation of the executive leadership team for the duration of the three -year performance cycle with returns to FINV's shareholders and thereby further motivate the executive leadership team to create sustained value to FINV shareholders. The design of the PRSU grants effectuates this purpose by placing a material amount of incentive compensation for each executive at risk by offering an extraordinary reward for the attainment of extraordinary results. Design features of the PRSU grant that in furtherance of this purpose include the following: (1) The vesting of the PRSUs is based on total shareholder return ("TSR") based on a comparison to the returns of a peer group. (2) TSR is computed over the entire three -year Performance Period (using a 30 -day averaging period for the first 30 calendar days and the last 30 calendar days of the Performance Period to mitigate the effect of stock price volatility). The TSR calculation will assume reinvestment of dividends. (3) The ultimate number of shares to be issued pursuant to the PRSU awards will vary in proportion to the actual TSR achieved as a percentile compared to the peer group during the Performance Period as follows: (i) no shares will be issued if the Company's performance falls below the 25 th percentile; (ii) 50% of the Target Level if the Company achieves a rank in the 25 th percentile (the threshold level); (iii) 100% of the Target Level if the Company achieves a rank in the 50 th percentile (the target level); and (iv) 150% of the Target Level if the Company achieves a rank in the 75 th percentile and above (the maximum level). (4) Unless there is a qualifying termination as defined in the PRSU award agreement, the PRSU's of an executive will be forfeited upon an executive's termination of employment during the Performance Period.

The fair value and compensation expense of the PRSU grant was estimated based on the Company's closing stock price as of the day before the grant date using a Monte Carlo simulation. Though the value of the RPSU grant may change for each participant, the compensation expense recorded by the Company is determined on the date of grant. Expected volatility is based on historical equity volatility of our stock based on 50% of historical and 50% of implied volatility weighting commensurate with the expected term of the PRSU. The expected volatility considers factors such as the historical volatility of our share price and our peer group companies, implied volatility of our share price, length of time our shares have been publicly traded, and split- and dividend-adjusted closing stock prices. We assumed no forfeiture rate for the RPSUs. The weighted average assumptions for the PRSUs granted February 23, 2016 are as follows:



		February 23, 2016
Expected term (in years)		2.86
Expected volatility		42.7%
Risk-free interest rate		0.88%
Correlation range		24.4% to 71.0%

In the event of death or disability, the restrictions related to forfeiture as defined in the performance awards agreement will lapse with respect to 100% of the PRSUs at the target level effective on the date of such death or disability and vesting of those PRSUs will continue as per the agreement. In the event of involuntary termination except for cause, the Company will enter into a special vesting agreement with the executive under which the restrictions for forfeiture will not lapse upon such termination. In the event of a termination for any other reason prior to the end of the Performance Period, all PRSU's will be forfeited.

Stock-based compensation expense related to PRSUs included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2016 was $0.8 million . We had no stock-based compensation expense related to PRSUs for the years ended December 31, 2015 or 2014. Unamortized stock compensation expense as of December 31, 2016 relating to PRSUs totaled approximately $2.0 million , which will be expensed over a weighted average period of 2.15 years.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Non-vested PRSUs outstanding as of December 31, 2016 and the changes during the year were as follows:



		Weighted
	Number of	Average Grant
	Shares	Date Fair Value
Non-vested at December 31, 2015	—	$	—
Granted	199,168	14.21
Vested	—	—
Forfeited	—	—
Non-vested at December 31, 2016	199,168	$	14.21

Employee Stock Purchase Plan

The Frank's International N.V. ESPP (the "ESPP") was effective January 1, 2015. Under the ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the first day of the option period, or (ii) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the last day of the option period. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. We have reserved 3.0 million shares of our common stock for issuance under the ESPP, of which 2.9 million shares were available for issuance as of December 31, 2016 . Shares of our common stock issued to our employees under the ESPP totaled 75,974 in 2016 and 20,291 shares in 2015 . For the years ended December 31, 2016 and 2015 , we recognized $ 0.3 million and $0.2 million of compensation expense related to stock purchased under the ESPP, respectively.

In January 2017 , we issued 50,141 shares of our common stock to our employees under this plan to satisfy the employee purchase period from July 1, 2016 to December 31, 2016 , which increased our common stock outstanding.

Note 17—Employee Benefit Plans

U.S. Benefit Plans

401(k) Savings and Investment Plan . Frank's International, LLC administers a 401(k) savings and investment plan (the “Plan”) as part of the employee benefits package. Employees are required to complete one month of service before becoming eligible to participate in the Plan. Under the terms of the Plan, we match 100% of the first 3% of eligible compensation an employee contributes to the Plan up to the annual allowable IRS limit. Additionally, the Company provides a 50% match on any employee contributions between 4% to 6% of eligible compensation. Our matching contributions to the Plan totaled $3.8 million , $3.4 million and $3.5 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.

Executive Deferred Compensation Plan . In December 2004, we and certain affiliates adopted the Frank’s Executive Deferred Compensation Plan (the “EDC Plan”). The purpose of the EDC Plan is to provide participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified cash compensation. Participant contributions are immediately vested. Our contributions vest after five years of service. All participant benefits under this EDC Plan shall be paid directly from the general funds of the applicable participating subsidiary or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan, and other than such Rabbi Trust, no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. The assets of our EDC Plan’s trust are invested in a corporate owned split-dollar life insurance policy and an amalgamation of mutual funds (See Note 7).

We recorded compensation expense related to the vesting of the Company’s contribution of $1.7 million , $1.9 million and $2.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The total liability recorded

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

at December 31, 2016 and 2015 , related to the EDC Plan was $31.1 million and $43.6 million , respectively, and was included in other noncurrent liabilities on the consolidated balance sheets.

Foreign Benefit Plans

We sponsor certain benefit plans as dictated by host country law. We recorded expense related to foreign benefit plans of $4.2 million , $5.5 million and $6.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.

Note 18—Income Taxes

Income (loss) before income tax expense (benefit) was comprised of the following for the periods indicated (in thousands):



	Year Ended December 31,
	2016			2015		2014

United States	$	(128,396	)	$	30,795	$	144,756
Foreign	(53,326		)	112,634		159,968
Income (loss) before income tax expense (benefit)	$	(181,722	)	$	143,429	$	304,724

Income taxes have been provided for based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Components of income tax expense (benefit) consist of the following for the periods indicated (in thousands):



	Year Ended December 31,
	2016			2015			2014
Current
U.S. federal	$	(13,389	)	$	3,141		$	19,152
U.S. state and local	379			(1,424		)	2,663
Foreign	14,903			30,734			25,602
Total current	1,893			32,451			47,417

Deferred
U.S. federal	(25,838		)	8,138			20,521
U.S. state and local	(1,512		)	(3,042		)	3,357
Foreign	(186		)	(228		)	4,117
Total deferred	(27,536		)	4,868			27,995
Total income tax expense (benefit)	$	(25,643	)	$	37,319		$	75,412

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign taxes were incurred in the following regions for the periods indicated (in thousands):



	Year Ended December 31,
	2016		2015		2014

Latin America	$	1,159	$	6,077	$	2,301
West Africa	3,687		8,413		11,247
Middle East	1,880		5,474		8,630
Europe	5,132		3,317		1,690
Asia Pacific	1,364		1,454		2,032
Other	1,495		5,771		3,819
Total foreign income tax expense	$	14,717	$	30,506	$	29,719

A reconciliation of the differences between the income tax provision computed at the U.S. statutory rate and the reported provision for income taxes for the periods indicated is as follows (in thousands):



	Year Ended December 31,
	2016			2015			2014

Income tax expense (benefit) at statutory rate	$	(63,603	)	$	50,200		$	106,653
Branch profits tax	(3,805		)	4,654			9,904
Taxes on foreign earnings at less than the U.S. statutory rate	33,381			(12,569		)	(31,468		)
Noncontrolling interest	7,367			(2,991		)	(14,116		)
Other	1,017			(1,975		)	4,439
Total income tax expense (benefit)	$	(25,643	)	$	37,319		$	75,412

A reconciliation using the Netherlands statutory rate was not provided as there are no significant operations in the Netherlands.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred tax assets and liabilities are recorded for the anticipated future tax effects of temporary differences between the financial statement basis and tax basis of our assets and liabilities using the applicable tax rates in effect at year-end. A valuation allowance is recorded when it is not more likely than not that some or all of the benefit from the deferred tax asset will be realized. Significant components of deferred tax assets and liabilities are as follows (in thousands):



	December 31,
	2016			2015
Deferred tax assets
Foreign net operating loss	$	5,442		$	2,798
U.S. net operating loss	42,578			—
Research and development credit	297			—
Tax receivable agreement	49,775			—
Intangibles	6,939			—
Inventory	1,161			—
Property and equipment	—			240
Other	1,240			296
Valuation allowance	(5,442		)	(2,798		)
Total deferred tax assets	101,990			536

Deferred tax liabilities
Investment in partnership	(28,309		)	(39,962		)
Property and equipment	(7,898		)	—
Goodwill	(7,147		)	—
Other	(277		)	(295		)
Total deferred liabilities	(43,631		)	(40,257		)

Net deferred tax assets (liabilities)	$	58,359		$	(39,721	)

The valuation allowance increased from $2.8 million to $5.4 million during 2016 as a result of tax losses in various foreign jurisdictions. We determined that it is more likely than not that these 2016 losses will not be realized.

Undistributed earnings of certain of our foreign subsidiaries amounted to approximately $256.0 million at December 31, 2016 . It is our intention to permanently reinvest undistributed earnings and profits from the subsidiaries of the consolidated companies’ operations that have been generated through December 31, 2016 and future plans do not demonstrate a need to repatriate the foreign amounts to fund parent company activity.

As of December 31, 2016 and 2015 , we have total gross unrecognized tax benefits of $0.2 million and $ 0.1 million , respectively. Substantially all of the uncertain tax positions, if recognized in the future, would impact our effective tax rate. We have elected to classify interest and penalties incurred on income taxes as income tax expense.

We file income tax returns in various international tax jurisdictions. As of December 31, 2016 , the tax years 2010 through 2015 remain open to examination in the major foreign taxing jurisdictions to which we are subject.

Note 19—Severance and Other Charges

During 2015, we executed a workforce reduction plan as part of our cost savings initiatives due to depressed oil and gas prices. The reduction was communicated to affected employees on various dates. Also, the then Chairman of the board of supervisory directors (who also held the role of Executive Chairman of our company) transitioned to a non-executive director of the supervisory board effective as of December 31, 2015. During 2016, we continued to take steps to adjust our workforce to meet the depressed demand in the industry and identified certain equipment that, based

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

on its specifications and current market conditions, no longer has economic utility and therefore has reached the end of its useful life. Accordingly, management has decided to retire this equipment and has recorded a charge of $29.9 million in Severance and Other Charges.

During the years ended December 31, 2016 and 2015 , we incurred $16.5 million and $35.5 million , respectively, in severance expense. We had no severance expense for the year ended December 31, 2014 . At December 31, 2016 , our outstanding accrual was approximately $6.2 million and included severance payments and other employee-related termination costs.

Below is a reconciliation of the beginning and ending liability balance (in thousands):



	International Services			U.S. Services			Tubular Sales			Total
Beginning balance, December 31, 2015	$	78		$	22,166		$	—		$	22,244
Additions for costs expensed	12,187			33,661			558			46,406
Other adjustments	—			(687		)	(32		)	(719		)
Severance and other payments	(7,519		)	(23,855		)	(526		)	(31,900		)
Asset retirement	(282		)	(29,599		)	—			(29,881		)
Ending balance, December 31, 2016	$	4,464		$	1,686		$	—		$	6,150

We expect to pay a significant portion of the remaining liability in the first quarter of 2017. We had no staff reductions in our Blackhawk segment.

Note 20—Commitments and Contingencies

Commitments

We are committed under various noncancelable operating lease agreements primarily related to facilities and equipment that expire at various dates throughout the next several years. Future minimum lease commitments under noncancelable operating leases with initial or remaining terms of one year or more at December 31, 2016 , are as follows (in thousands):



Year Ending December 31,
2017	$	12,768
2018	9,039
2019	4,984
2020	4,315
2021	3,676
Thereafter	13,094
Total future lease commitments	$	47,876

Total rent expense incurred under operating leases was $19.1 million , $19.6 million , and $17.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.

We also have purchase commitments for inventory in the amount of $8.5 million . We enter into purchase commitments as needed.

Contingencies

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonable estimated. As of December 31, 2016 , we had no material

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

accruals for loss contingencies, individually or in the aggregate. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

Note 21—Supplemental Cash Flow Information

Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):



	Year Ended December 31,
	2016		2015			2014

Cash paid for interest	$	447	$	180		$	559
Cash paid for income taxes, net of refunds	8,754		20,499			28,004

Non-cash transactions:
Change in accounts payable related to capital expenditures	$	1,658	$	(3,534	)	$	(3,479	)
Insurance premium financed by note payable	—		7,630			—
Value of shares issued for Blackhawk Group acquisition	144,047		—			—

Note 22—Segment Information

Reporting Segments

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. We are comprised of four reportable segments: International Services, U.S. Services, Tubular Sales and Blackhawk.

The International Services segment provides tubular services in international offshore markets and in several onshore international regions. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies.

The Tubular Sales segment designs, manufactures and distributes large outside diameter ("OD") pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Adjusted EBITDA

Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance.

The following table presents a reconciliation of Segment Adjusted EBITDA to income (loss) from continuing operations (in thousands):



	Year Ended December 31,
	2016			2015			2014
Segment Adjusted EBITDA:
International Services	$	33,264		$	182,475		$	231,469
U.S. Services	(11,490		)	95,516			181,712
Tubular Sales	1,741			40,999			38,366
Blackhawk	1,038			—			—
Total	24,553			318,990			451,547
Corporate and other	478			96			(34		)
Interest income (expense), net	2,073			341			87
Income tax (expense) benefit	25,643			(37,319		)	(75,412		)
Depreciation and amortization	(114,215		)	(108,962		)	(90,041		)
Gain (loss) on sale of assets	(1,117		)	1,038			(289		)
Foreign currency loss	(10,819		)	(6,358		)	(17,041		)
Charges and credits ⁽¹⁾	(82,675		)	(61,716		)	(39,505		)
Net income (loss)	$	(156,079	)	$	106,110		$	229,312

(1) Comprised of Equity-based compensation expense (2016: $15,978 ; 2015: $26,318 ; 2014: $38,368 ), Merger and acquisition costs (2016: $13,784 ; 2015: none ; 2014: none ), Severance and other charges (2016: $46,406 ; 2015: $35,484 ; 2014: none ), Changes in value of contingent consideration (2016: none ; 2015: $(1,532) ; 2014: none ), Unrealized and realized (gains) losses (2016: $110 ; 2015: none ; 2014: none ) and FCPA matters (2016: $6,397 ; 2015: $1,446 ; 2014: $1,137 ).

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth certain financial information with respect to our reportable segments. Included in “Corporate and Other” are intersegment eliminations and costs associated with activities of a general nature (in thousands):



	International Services		U.S. Services			Tubular Sales		Blackhawk		Corporate and Other			Total

Year Ended December 31, 2016
Revenue from external customers	$	237,207	$	152,827		$	87,515	$	9,982	$	—		$	487,531
Inter-segment revenues	68		19,590			19,456		—		(39,114		)	—
Adjusted EBITDA	33,264		(11,490		)	1,741		1,038		478			*
Depreciation and amortization	59,435		47,438			4,087		3,255		—			114,215
Property, plant and equipment	247,913		201,772			73,316		44,023		—			567,024
Capital expenditures	23,461		18,112			540		14		—			42,127

Year Ended December 31, 2015
Revenue from external customers	$	442,107	$	326,437		$	206,056	$	—	$	—		$	974,600
Inter-segment revenues	754		25,844			35,927		—		(62,525		)	—
Adjusted EBITDA	182,475		95,516			40,999		—		96			*
Depreciation and amortization	58,163		46,548			4,251		—		—			108,962
Property, plant and equipment	288,089		248,153			88,717		—		—			624,959
Capital expenditures	42,772		28,881			28,070		—		—			99,723

Year Ended December 31, 2014
Revenue from external customers	$	537,259	$	439,638		$	175,735	$	—	$	—		$	1,152,632
Inter-segment revenues	1,471		23,734			64,542		—		(89,747		)	—
Adjusted EBITDA	231,469		181,712			38,366		—		(34		)	*
Depreciation and amortization	52,363		34,314			3,364		—		—			90,041
Property, plant and equipment	314,031		149,485			116,626		—		—			580,142
Capital expenditures	100,483		30,215			42,254		—		—			172,952

* Non-GAAP financial measure not disclosed.

The CODM does not review total assets by segment as part of the financial information provided; therefore, no asset information is provided in the above table.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We are a Netherlands based company and we derive our revenue from services and product sales to clients primarily in the oil and gas industry. For the year ended December 31, 2016 , one customer accounted for 13% of our revenue. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2015 and 2014 .

Geographic Areas



	Year Ended December 31,
	2016		2015		2014
Revenue:
United States	$	247,864	$	530,133	$	573,773
Europe/Middle East/Africa	160,651		314,173		385,064
Latin America	35,390		56,515		55,021
Asia Pacific	30,325		55,995		77,952
Other countries	13,301		17,784		60,822
	$	487,531	$	974,600	$	1,152,632

The revenue generated in the Netherlands was immaterial for the years ended December 31, 2016 , 2015 and 2014 . Other than the United States, no individual country represented more than 10% of our revenue for the years ended December 31, 2016 and December 31, 2014 . For the year ended December 31, 2015 , the United States as well as the United Arab Emirates, which had revenues of $140.4 million , represented more than 10% of our revenue.



	December 31,
	2016		2015
Long-Lived Assets (PP&E)
United States	$	319,111	$	336,870
International	247,913		288,089
	$	567,024	$	624,959

Based on the unique nature of our operating structure, revenue generating assets are interchangeable between two categories: (i) offshore and (ii) onshore. In addition, some onshore assets can only be used in the U.S. based upon certification. Revenues from customers and long-lived assets in the Netherlands were insignificant in each of the years presented.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 23—Quarterly Financial Data (Unaudited)

Summarized quarterly financial data for the years ended December 31, 2016 and 2015 is set forth below (in thousands, except per share data).



	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter			Total
2016
Revenue	$	153,486		$	120,946		$	105,114		$	107,985		$	487,531
Operating loss	(2,882		)	(50,678		)	(48,932		)	(60,870		)	(163,362		)
Net loss	(2,408		)	(45,287		)	(42,198		)	(66,186		)	(156,079		)
Net loss attributable to Frank's International N.V.	(772		)	(31,398		)	(36,982		)	(66,186		)	(135,338		)
Loss per common share: (1)
Basic	$	—		$	(0.20	)	$	(0.21	)	$	(0.30	)	$	(0.77	)
Diluted	$	—		$	(0.20	)	$	(0.21	)	$	(0.30	)	$	(0.77	)

2015
Revenue	$	277,437		$	254,304		$	239,883		$	202,976		$	974,600
Operating income	55,035			41,309			39,097			8,214			143,655
Net income	46,401			28,853			24,088			6,768			106,110
Net income attributable to Frank's International N.V.	34,279			20,830			16,565			7,436			79,110
Earnings per common share: (1)
Basic	$	0.22		$	0.14		$	0.11		$	0.05		$	0.51
Diluted	$	0.21		$	0.14		$	0.11		$	0.04		$	0.50


(1)	The sum of the individual quarterly earnings per share amounts may not agree with year-to-date net income (loss) per common share as each quarterly computation is based on the weighted average number of common shares outstanding during that period.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2016 at the reasonable assurance level.

Management's Report Regarding Internal Control

See Management’s Report on Internal Control Over Financial Reporting under Item 8 of this Form 10-K.

Attestation Report of the Registered Public Accounting Firm

See Report of Independent Registered Public Accounting Firm under Item 8 of this Form 10-K.

Changes in Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2016 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Item 10 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2016 .

Item 11. Executive Compensation

Item 11 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2016 .

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2016 .

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 13 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2016 .

Item 14. Principal Accounting Fees and Services

Item 14 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2016 .

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

Our Consolidated Financial Statements are included under Part II, Item 8 of this Form 10-K. For a listing of these statements and accompanying footnotes, see "Index to Consolidated Financial Statements" at page 51.

(a)(2) Financial Statement Schedules

Schedule II - Valuation and Qualifying Account

Schedules not listed above have been omitted because they are not applicable or not required or the information required to be set forth therein is included in the Financial Statements and Supplementary Data, Item 8, or notes thereto.

(a)(3) Exhibits

Exhibits are listed in the exhibit index beginning on page 96.



FRANK'S INTERNATIONAL N.V.
Schedule II - Valuation and Qualifying Account
(In thousands)


	Balance at		Additions/								Balance at
	Beginning of		Charged to								End of
	Period		Expense		Deductions			Other			Period

Year Ended December 31, 2016
Allowance for doubtful accounts	$	2,528	$	10,374	$	(761	)	$	2,196		$	14,337

Year Ended December 31, 2015
Allowance for doubtful accounts	$	2,477	$	570	$	(751	)	$	232		$	2,528

Year Ended December 31, 2014
Allowance for doubtful accounts	$	13,614	$	1,062	$	(10,497	)	$	(1,702	)	$	2,477

Exhibit Index



#2.1	Membership Interest Purchase Agreement by and among Mark L. Guidry, Michael P. Maraist and Frank’s International, LLC, dated March 11, 2015 (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 1, 2015).
*#2.2	Agreement and Plan of Merger by and among Frank’s International N.V., FI Tools Holdings, LLC, Blackhawk Group Holdings, Inc. and Bain Capital Private Equity, LP (solely in its capacity as Stakeholder Representative) dated as of October 6, 2016.
3.1	Deed of Amendment to Articles of Association of Frank's International N.V., dated May 14, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 16, 2014).
10.1	Revolving Credit Agreement, dated August 14, 2013, by and among Frank's International C.V. (as Borrower), Amegy Bank National Association (as Administrative Agent), Capital One, National Association (as Syndication Agent) and the other lenders party thereto (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.2	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Donald Keith Mosing (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.3	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Kirkland D. Mosing (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.4	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Sheldon Erikson (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.5	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Steven B. Mosing (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.6	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and W. John Walker (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.7	Indemnification Agreement dated November 6, 2013, by and between Frank’s International N.V. and Michael C. Kearney (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).
†10.8	Indemnification Agreement dated November 6, 2013, by and between Frank’s International N.V. and Gary P. Luquette (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).
†10.9	Indemnification Agreement dated February 3, 2014, by and among Frank's International N.V. and Burney J. Latiolais, Jr. (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.10	Indemnification Agreement dated December 1, 2014, by and between Frank’s International N.V. and Jeffrey J. Bird (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on December 1, 2014).
†10.11	Indemnification Agreement dated January 23, 2015, by and between Frank’s International N.V. and William B. Berry (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on January 27, 2015).
†10.12	Indemnification Agreement dated May 4, 2015, by and between Frank's International N.V. and Daniel A. Allinger (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
†10.13	Indemnification Agreement dated August 4, 2015, by and between Frank's International N.V. and Alejandro Cestero (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).



†10.14	Indemnification Agreement dated October 19, 2015, by and between Frank's International N.V. and Ozong E. Etta (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
*†10.15	Indemnification Agreement dated November 15, 2016, by and between Frank's International N.V. and Douglas Stephens.
†10.16	Separation Agreement and Release dated as of July 27, 2016 and effective as of August 15, 2016, by and between Frank's International, LLC and William John Walker (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 3, 2016).
*†10.17	Employment Offer for Burney J. Latiolais, Jr. effective as of October 5, 2016.
*†10.18	Separation, Consulting, and General Release Agreement by and between Gary P. Luquette, Frank’s International, LLC and Frank’s International N.V., effective as of November 11, 2016.
*†10.19	Employment Offer Letter for Douglas Stephens effective as of November 15, 2016.
†10.20	Separation Agreement dated December 31, 2015, by and among Frank’s International, LLC, Frank’s International N.V. and Donald Keith Mosing (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
†10.21	Frank's International N.V. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013).
†10.22	Frank's International N.V. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013).
†10.23	First Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of December 31, 2013 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.24	Second Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of November 5, 2014 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014).
†10.25	Third Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of January 1, 2016 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).
†10.26	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013).
†10.27	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.28	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013).
†10.29	First Amendment to the Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014).
†10.30	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.31	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on December 1, 2014).
†10.32	Amendment to Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (IPO Grants Form) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).
†10.33	Amendment to Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Bonus Grants Form) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).



†10.34	Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Time Vested Form) (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
†10.35	Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Performance Based Form) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
†10.36	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on July 28, 2016).
*†10.37	Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Special Incentives and Retention Form).
10.38	Frank's International N.V. Executive Change-in-Control Severance Plan, dated May 20, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 27, 2015).
10.39	Form of Frank's International N.V. Executive Change-in-Control Severance Plan Participation Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).
10.40	Frank's Executive Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.41	Tax Receivable Agreement, dated August 14, 2013, by and among Frank's International N.V., Frank's International C.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.42	Registration Rights Agreement, dated August 14, 2013, by and among Frank's International N.V., Mosing Holdings, Inc. and FWW B.V. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
*10.43	Form of Limited Waiver of Registration Rights to that certain Registration Rights Agreement, dated as of August 14, 2013, with Mosing Holdings, LLC, FWW B.V., and the other parties thereto.
10.44	Registration Rights Agreement, dated as of November 1, 2016, among Frank's International N.V., the Bain Capital Investors and certain other investors named therein (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-3 (File No. 333-214509), filed on November 8, 2016).
10.45	Global Transaction Agreement, dated July 22, 2013, by and among Frank's International N.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 24, 2013).
10.46	Voting Agreement, dated July 22, 2013, by and among Ginsoma Family C.V., FWW B.V., Mosing Holdings, Inc., and certain other parties thereto (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 24, 2013).
10.47	Frank's International C.V. Management Agreement, dated August 14, 2013, by and among Frank's International N.V., Frank's International LP B.V., Frank's International Management B.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.48	Amendment No. 9 to the Limited Partnership Agreement of Frank's International C.V., dated as of August 26, 2016 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 3, 2016).
*21.1	List of Subsidiaries of Frank's International N.V.
*23.1	Consent of PricewaterhouseCoopers LLP.
*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
*31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.



**32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
**32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
*101.INS	XBRL Instance Document.
*101.SCH	XBRL Taxonomy Extension Schema Document.
*101.CAL	XBRL Taxonomy Calculation Linkbase Document.
*101.DEF	XBRL Taxonomy Definition Linkbase Document.
*101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.


†	Represents management contract or compensatory plan or arrangement.


#	Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.


*	Filed herewith.


**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	By:	Frank's International N.V.
		(Registrant)

Date: February 24, 2017	By:	/s/ Jeffrey J. Bird
		Jeffrey J. Bird
		Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 24, 2017 .



Signature		Title

/s/ Douglas Stephens		President and Chief Executive Officer
Douglas Stephens		(Principal Executive Officer)

/s/ Jeffrey J. Bird		Executive Vice President and Chief Financial Officer
Jeffrey J. Bird		(Principal Financial Officer)

/s/ Ozong Etta		Vice President, Chief Accounting Officer
Ozong E. Etta		(Principal Accounting Officer)

/s/ Michael C. Kearney		Chairman of the Board of Supervisory Directors
Michael C. Kearney

/s/ William B. Berry		Supervisory Director
William B. Berry

/s/ Sheldon Erikson		Supervisory Director
Sheldon R. Erikson

/s/ Gary P. Luquette		Supervisory Director
Gary P. Luquette

/s/ Michael E. McMahon		Supervisory Director
Michael E. McMahon

/s/ Donald Keith Mosing		Supervisory Director
Donald Keith Mosing

/s/ Kirkland D. Mosing		Supervisory Director
Kirkland D. Mosing

/s/ Steven B. Mosing		Supervisory Director
Steven B. Mosing

/s/ Alexander Vriesendorp		Supervisory Director
Alexander Vriesendorp

100

Exhibit 2.2

______________________________________________________________________

AGREEMENT AND PLAN OF MERGER

by and among

FRANK’S INTERNATIONAL N.V.,

FI TOOLS HOLDINGS, LLC ,

BLACKHAWK GROUP HOLDINGS, INC.

And

BAIN CAPITAL PRIVATE EQUITY, LP

(solely in its capacity as Stakeholder Representative)

Dated as of October 6, 2016

______________________________________________________________________

- 1 -

TABLE OF CONTENTS



		Page
ARTICLE I THE MERGER		1
1.01.	Merger	1
1.02.	The Closing	1
1.03.	Effective Time	2
1.04.	Effects of the Merger	2
1.05.	Closing Deliverables	3
1.06.	Conditions to All Parties' Obligations	4
1.07.	Conditions to Parent and Merger Sub's Obligations	5
1.08.	Conditions to Company's Obligations	6
1.09.	Waiver of Conditions	6
ARTICLE II EFFECT ON CAPITAL STOCK; MERGER CONSIDERATION		6
2.01.	Effect on Capital Stock	6
2.02.	Surrender and Payment	8
2.03.	Lost Certificates	9
2.04.	Dissenting Shares	10
2.05.	Treatment of Options	10
2.06.	Calculation of Closing and Final Consideration	11
2.07.	Adjustment Escrow	14
2.08.	Indemnity Escrow	14
2.09.	Administrative Expense Account	16
2.10.	Rights Not Transferable	16
2.11.	Final Merger Consideration	16
2.12.	Fractional Shares	16
2.13.	Further Action	17
2.14.	Unregistered Stakeholders	17
2.15.	Unclaimed Amounts	17
2.16.	Withholding	17
2.17.	Cap and Other Limitations for Electing Stockholders	18
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		19
3.01.	Organization and Power	19
3.02.	Subsidiaries	19
3.03.	Authorization; Valid and Binding Agreement; No Breach	20

- i -



3.04.	Capitalization	20
3.05.	Financial Statements	22
3.06.	Absence of Certain Developments	23
3.07.	Title to Properties	24
3.08.	Tax Matters	25
3.09.	Contracts and Commitments	28
3.10.	Intellectual Property	30
3.11.	Litigation	30
3.12.	Employee Benefit Plans	30
3.13.	Insurance	32
3.14.	Compliance with Laws	32
3.15.	Environmental Compliance and Conditions	32
3.16.	Customers and Suppliers	33
3.17.	Affiliated Transactions	34
3.18.	Employment and Labor Matters	34
3.19.	Anti-Bribery; Sanctions	35
3.20.	No Additional Representations; Disclaimer	37
3.21.	Brokerage	37
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		38
4.01.	Organization and Power	38
4.02.	Capitalization	38
4.03.	Authorization; Valid and Binding Agreement; No Breach	38
4.04.	Reporting Compliance	39
4.05.	Financial Statements	40
4.06.	Absence of Certain Developments	40
4.07.	Litigation	40
4.08.	Compliance with Laws	41
4.09.	Brokerage	41
4.10.	WARN Act and Mass Layoffs	41
4.11.	Anti-Bribery; Sanctions	41
4.12.	No Additional Representations; Disclaimer	41
ARTICLE V COVENANTS OF THE COMPANY		42
5.01.	Conduct of the Business	42
5.02.	Regulatory Filings; Securities Exemptions	43

- ii -



5.03.	Conditions	43
5.04.	Exclusive Dealing	43
5.05.	Consents; Indebtedness and Payoff Letters	44
5.06.	Litigation	44
5.07.	Employees	44
5.08.	Section 280G Approval	44
5.09.	Access to Books and Records	45
5.10.	Environmental Matters	45
5.11.	Contract Termination	45
ARTICLE VI COVENANTS TO PARENT AND MERGER SUB		45
6.01.	Access to Books and Records	45
6.02.	Director and Officer Liability and Indemnification	46
6.03.	Regulatory Filings; Securities Exemption	47
6.04.	Conditions	48
6.05.	Contact with Employees, Customers, Suppliers and Other Business Relations	48
6.06.	Issuance of Parent Shares	48
6.07.	Section 16 Matters	49
ARTICLE VII TERMINATION		49
7.01.	Termination	49
7.02.	Effect of Termination	50
ARTICLE VIII INDEMNIFICATION		50
8.01.	Survival	50
8.02.	General Indemnification	51
8.03.	Third Party Claims	51
8.04.	Limitations on Indemnification Obligations	53
8.05.	Parent Obligations	56
8.06.	Agreed Indemnifiable Events	56
8.07.	Exclusive Remedy	57
8.08.	Interpretation of Representations and Warranties	57
8.09.	Tax Treatment	58
8.10.	Overlap	58
ARTICLE IX EMPLOYEE MATTERS		58
9.01.	Continuation of Benefits	58
9.02.	Credit for Service	58

- iii -



9.03.	No Third Party Beneficiaries	58
ARTICLE X TAX CONVENANTS AND AGREEMENTS		59
10.01.	Tax Matters	59
10.02.	Further Assurances	66
ARTICLE XI DEFINITIONS		66
11.01.	Definitions	66
11.02.	Other Definitional Provisions	79
ARTICLE XII MISCELLANEOUS		80
12.01.	Press Releases and Communications	80
12.02.	Expenses	80
12.03.	Stakeholder Representative	80
12.04.	Notices	84
12.05.	Assignment	85
12.06.	Severability	85
12.07.	Construction	85
12.08.	Amendment and Waiver	86
12.09.	Complete Agreement	86
12.10.	Counterparts	86
12.11.	Governing Law	86
12.12.	Consent to Jurisdiction and Service of Process	86
12.13.	WAIVER OF JURY TRIAL	87
12.14.	No Third Party Beneficiaries	87
12.15.	Representation of Sellers and their Affiliates	87
12.16.	No Recourse	89
12.17.	Conflict Between Transaction Documents	90
12.18.	Specific Performance; Remedies	90
12.19.	Joinder	90

- iv -

Exhibits

Exhibit A-1 – Form of Stockholder Release (Bain)

Exhibit A-2 – Form of Stockholder Release (Other Designated Stockholders)

Exhibit B – Form of Joinder Agreement

Exhibit C – Surviving Corporation Certificate of Incorporation

Exhibit D – Surviving Corporation Bylaws

Exhibit E – Form of Escrow Agreement

Exhibit F – Form of Registration Rights Agreement

Exhibit G – Letter of Transmittal

Exhibit H – Accredited Investor Certification

Schedules

Company Disclosure Schedules

Parent Disclosure Schedules

Schedule I – Designated Stockholders

Schedule 1.06(a) – Governmental Approvals

Schedule 2.17 – Electing Staskeholders

Schedule 5.07 – Employees

Schedule 5.10 – Environmental

Schedule 5.11 – Contract Termination

Schedule 10.01(b)(ii) – Transaction Tax Benefits

Schedule 11.01(a) – Agreed Accounting Principles

Schedule 11.01(b) – Agreed Indemnifiable Events

Schedule 11.01(c) – Permitted Liens

- v -

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made as of October 6, 2016, by and among (i) Frank’s International N.V., a limited liability company organized and existing under the laws of the Netherlands (“ Parent ”), (ii) FI Tools Holdings, LLC, a Delaware limited liability company (“ Merger Sub ”), (iii) Blackhawk Group Holdings, Inc., a Delaware corporation (the “ Company ”) and (iv) Bain Capital Private Equity, LP, a Delaware limited partnership, solely in its capacity as Stakeholder Representative (“ Stakeholder Representative ”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE XI below.

WHEREAS, the parties intend that Merger Sub shall merge with and into the Company (the “ Merger ”), on the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (“ DGCL ”) and the Delaware Limited Liability Company Act (“ DLLCA ”);

WHEREAS, the respective Boards of Directors or similar governing body of the Company, Parent and Merger Sub have approved and adopted this Agreement and resolved that the transactions contemplated hereby are advisable and in the best interests of their respective stockholders and members, including the consummation of the Merger on the terms and subject to the conditions of this Agreement and in accordance with the DGCL and DLLCA; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement by the parties hereto, as a material inducement to Parent and Merger Sub to enter into this Agreement, certain holders of shares of Common Stock identified on Schedule I (each, a “ Designated Stockholder ”) shall execute and deliver to Parent and Merger Sub (i) a Stockholder Release, substantially in the forms attached hereto as Exhibit A-1 and Exhibit A-2 , applicable (collectively, the “ Stockholder Release ”) and (ii) a Joinder Agreement, substantially in the form attached hereto as Exhibit B (each, a “ Joinder Agreement ”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

THE MERGER

1.01. Merger . Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “ Surviving Corporation ”).

1.02. The Closing . Unless this Agreement is earlier terminated in accordance with Section 7.01, the closing of the Merger and other transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Baker & McKenzie LLP, located at 700 Louisiana, Houston, Texas 77002, on the second business day following satisfaction of the

- 1 -

conditions to the Closing set forth in Sections 1.06 , 1.07 and 1.08 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions by the party entitled to the benefit of such condition) or such other date as Parent and the Company may mutually agree in writing; it being agreed that any documents, agreements or certificates to be delivered in connection with Closing may be delivered via the email exchange of .pdfs. The date of the Closing is herein referred to as the “ Closing Date .”

1.03. Effective Time . At Closing, upon the terms and subject to the conditions set forth in this Agreement, the parties shall cause the Merger to be consummated by filing a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware, executed in accordance with the relevant provisions of the DGCL and DLLCA. The Merger shall become effective at the time the Certificate of Merger is duly filed with, and accepted by, the Delaware Secretary of State or at such later date and time as Parent and the Stakeholder Representative shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “ Effective Time ”).

1.04. Effects of the Merger .

(a) The Merger shall have the effects set forth in this Agreement and in the relevant provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. Subject to compliance with Section 6.02 , at the Effective Time the certificate of incorporation of the Company will, by operation of law and without any further action by any Person, be amended and restated as set forth on Exhibit C , and as so amended and restated will be the certificate of incorporation of the Surviving Corporation until thereafter amended or repealed in accordance with the provisions thereof, and applicable law.

(b) Subject to compliance with Section 6.02 , at the Effective Time, the bylaws of the Company will, by operation of law and without any further action by any Person, be amended and restated as set forth on Exhibit D , and as so amended and restated will be the bylaws of the Surviving Corporation until thereafter amended or repealed in accordance with the provisions thereof, the certificate of incorporation of the Surviving Corporation, and applicable law.

(c) The directors of Merger Sub as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. The persons designated by Parent prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

- 2 -

1.05. Closing Deliverables . Subject to the terms and conditions set forth in this Agreement, the parties shall consummate the following transactions at the Closing:

(a) The Company or the Stakeholder Representative, as applicable, will deliver to Parent and Merger Sub each of the following:

(i) a copy of the Escrow Agreement, duly executed by the Stakeholder Representative;

(ii) a copy of the Registration Rights Agreement duly executed by the Designated Stockholders;

(iii) a copy of each Payoff Letter, duly executed by the counterparties thereto;

(iv) copies of all Accredited Investor Certifications, duly executed by each Designated Stockholder, stating, among other things, that such Stockholder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act (“ Accredited Investor ”);

(v) evidence satisfactory to Parent of the resignation of each of the directors and each of the officers of the Company and its Subsidiaries in office immediately prior to the Effective Time from his or her position as an officer or director, as applicable, as directed by Parent at least three Business Days prior to Closing, in each case to be effective no later than immediately prior to the Effective Time; it being acknowledged and agreed that any such resignation shall not constitute a “resignation” or a termination of employee’s employment “without cause” or for “good reason” pursuant to any employment agreement to which such Person and the Company or any of its Subsidiaries is party;

(vi) the Spreadsheet (as such term is defined in Section 2.06(b) ) completed to include all of the information specified in Section 2.06(b) in a form reasonably acceptable to Parent and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete;

(vii) a certificate, duly executed by the Company under penalties of perjury, dated as of the Closing Date in the form required under Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c) and reasonably satisfactory to Parent, and a notice to the Internal Revenue Service in accordance with the provisions of Treasury Regulation Section 1.897-2(h)(2), duly executed by the Company and in form reasonably satisfactory to Parent;

(viii) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date;

- 3 -

(ix) a copy of the resolutions or written consent of (A) the Company’s board of directors and (B) the Designated Stockholders, in each case approving this Agreement, the Merger and the transactions contemplated hereby, duly certified by a duly authorized officer of the Company; and

(x) the certificate referred to in Section 1.07(c) .

(b) Parent and Merger Sub will deliver to the Company each of the following:

(i) a copy of the Escrow Agreement, duly executed by Parent; and

(ii) a copy of the Registration Rights Agreement, duly executed by Parent.

(c) Parent will deposit the Indemnity Escrow Shares and the Adjustment Escrow Amount with the Escrow Agent in accordance with the terms of the Escrow Agreement.

(d) Parent will deposit the Administrative Expense Amount with the Stakeholder Representative.

(e) Parent will repay, or cause to be repaid, on behalf of the Company and its Subsidiaries (including the Surviving Corporation), all amounts necessary to discharge fully the then outstanding balance of all Indebtedness identified on Schedule 3.06(e) , by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness in the Payoff Letters.

(f) Parent will pay, or cause to be paid, on behalf of the Company and its Subsidiaries (including the Surviving Corporation), all amounts necessary to discharge fully the then outstanding balance of all Transaction Expenses set forth on a certified statement to be delivered by the Company to Parent no later than three Business Days prior to the Closing, by wire transfer of immediately available funds, to the account(s) designated by the Stakeholder Representative no later than three Business Days prior to the Closing.

1.06. Conditions to All Parties’ Obligations . The obligations of the parties to consummate the Closing are subject to the satisfaction of the following conditions as of the Closing:

(a) The applicable waiting periods, if any, under the HSR Act and as set forth in Schedule 1.06(a) will have expired or been terminated;

(b) Except for any then pending action or proceeding initiated by a party to this Agreement asserting its right not to consummate the Closing pursuant to this Agreement, no action or proceeding before any court or other Governmental Body will be pending wherein an unfavorable judgment, decree or order would prevent the performance of this Agreement or the consummation of the Closing or any of the

- 4 -

transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and

1.07. Conditions to Parent and Merger Sub’s Obligations . The obligation of Parent and Merger Sub to consummate the Closing is subject to the satisfaction, or waiver by Parent and Merger Sub, of the following conditions as of the Closing:

(a) Each of the representations and warranties of the Company contained in ARTICLE III (i) that is qualified as to or by a Company Material Adverse Effect and Section 3.03(a) will be true and correct as of the date of this Agreement and at and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), and (ii) that is not qualified as to or by a Company Material Adverse Effect (other than Section 3.03(a) ) will be true and correct as of the date of this Agreement and at and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except for any failure of any such representation and warranty referred to in this clause (ii) to be true and correct (without regard for any “material” or “Material Adverse Effect” or similar qualifications) that has not had, individually or in the aggregate, a Company Material Adverse Effect;

(b) The Company will have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;

(c) The Company will have delivered to Parent and Merger Sub a certificate of the Company executed by a duly authorized officer thereof, dated the Closing Date, stating that the preconditions specified in subsections (a) and (b) above as they relate to the Company have been satisfied;

(d) Since the date of this Agreement, there has not been a Company Material Adverse Effect;

(e) Blackhawk Intermediate Holdings, Inc. shall have consummated a conversion to a Delaware single member limited liability company and Trinity Tool Rentals, L.L.C. shall have consummated an election to be treated as disregarded for U.S. federal income tax purposes effective prior to the Closing Date, in each case if such conversion or election has no effect on Net Working Capital or any other component of Merger Consideration Cash, and will not result in any Tax liabilities to the Company or its Subsidiaries; and

(f) All deliveries required to be delivered at or prior to the Closing by the Company or by the Stakeholder Representative shall have been delivered to Parent and Merger Sub.

- 5 -

1.08. Conditions to Company’s Obligations . The obligations of the Company to consummate the Closing are subject to the satisfaction, or waiver by the Company, of the following conditions as of the Closing:

(a) The representations and warranties set forth in ARTICLE IV will be true and correct as of the date of this Agreement and at and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except for any failure of such representations and warranties to be true and correct that would not, individually or in the aggregate, have a Parent Material Adverse Effect;

(b) Each of Parent and Merger Sub will have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; and

(c) Parent and Merger Sub will have delivered to the Company a certificate of Parent and Merger Sub executed by a duly authorized officer of each thereof, dated the Closing Date, stating that the preconditions specified in subsections (a) and (b) hereof have been satisfied.

(d) All deliveries required to be delivered at or prior to the Closing by the Parent or Merger Sub shall have been delivered to the Company.

1.09. Waiver of Conditions . All conditions to the Closing will be deemed to have been satisfied or waived from and after the Closing, provided, however, that nothing in this Section 1.09 shall in any way limit the rights of any party to indemnification pursuant to ARTICLE VIII.

ARTICLE II

EFFECT ON CAPITAL STOCK; MERGER CONSIDERATION

2.01. Effect on Capital Stock .

(a) Each share of Common Stock, issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares and Dissenting Shares) shall, by virtue of this Agreement and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of Common Stock (the “ Stockholders ”), be automatically converted into and shall thereafter represent the right to receive, upon the terms and subject to the conditions set forth in this Agreement, including Section 2.02(b) , (i) a number of shares of Parent Common Stock equal to the Per Share Equity Consideration and, subject to the adjustments set forth in Section 2.06 (ii) an amount of cash equal to the Per Share Cash Consideration ((i) and (ii) collectively, the “ Per Share Merger Consideration ”).

In accordance with the laws of the Netherlands, Parent hereby expressly grants (to the extent necessary or appropriate under the laws of the Netherlands) each holder of Common Stock, with exclusion of any pre-emptive rights of existing shareholders of Parent, the above referenced right to receive, upon the terms and subject to the conditions

- 6 -

set forth in this Agreement, including Section 2.02(b) a number of shares of Parent Common Stock equal to such holder’s Percentage Interest of the Merger Consideration Shares. All shares of Parent Common Stock issued pursuant hereto comprising the Merger Consideration Shares, shall be paid-up pursuant to the acquisition by Parent, by virtue of this Agreement, of one share of the Surviving Corporation, which will represent 100% of Surviving Corporation’s issued and outstanding share capital. Such share in the Surviving Corporation shall be deemed a non-cash contribution on the Merger Consideration Shares, in connection to which in accordance with section 2:94b of the Dutch Civil Code, a statement by a registered Netherlands accountant appointed by the Parent shall be issued in accordance with the applicable rules under Netherlands law.

(b) From and after the Effective Time, all of the shares of Common Stock converted into the right to receive the Per Share Merger Consideration pursuant to this Section 2.01 shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of shares of Common Stock (whether certificated or uncertificated) shall thereafter cease to have any rights with respect to such securities, except the right to receive, upon the terms and subject to the conditions set forth in this Agreement, the Per Share Merger Consideration.

(c) At the Effective Time, all shares of Common Stock that are owned by Parent, Merger Sub, any Subsidiary of Parent, or Merger Sub, or held in treasury of the Company or owned by the Company (the “ Cancelled Shares ”) shall be automatically cancelled and retired without any conversion thereof and shall cease to exist and no payment shall be made in respect thereof.

(d) The membership interests of Merger Sub issued and outstanding immediately prior to the Effective Time, and held by Parent, shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, which shall be held by Parent. Upon the terms and subject to the conditions set forth in this Agreement, Parent hereby confirms that it shall accept said one share of common stock of the Surviving Corporation as non-cash contribution on the Merger Consideration Shares.

(e) Notwithstanding anything to the contrary in this Agreement, if between the date of this Agreement and the Effective Time, with respect to the outstanding shares of Parent Common Stock, the board of directors of Parent shall have declared any dividend (whether in cash, stock or otherwise) with a record date during such period (excluding any quarterly cash dividend on Parent Shares not to exceed $0.15 per share), subdivision, reclassification, recapitalization, split, combination, exchange or readjustment of shares, or any similar event, then the Per Share Equity Consideration and any other number or amount contained herein which is based upon the number of outstanding shares of Parent Common Stock will be appropriately adjusted to reflect such dividend, subdivision, reclassification, recapitalization, split, combination, exchange or readjustment of shares, or any similar event and provide to the Stockholders, as of immediately prior to the Closing, the same economic effect as contemplated by this Agreement prior to such event.

- 7 -

2.02. Surrender and Payment ^.

(a) At or prior to the anticipated Effective Time, Parent and Merger Sub shall appoint an exchange agent, which will be Parent’s transfer agent or other mutually acceptable exchange agent (the “ Exchange Agent ”) for the purpose of exchanging shares of Common Stock for Per Share Merger Consideration in accordance with this Section 2.02 . Promptly following the date hereof, and in any event no later than 15 days prior to the Closing Date, Parent and Merger Sub shall cause the Exchange Agent or Stakeholder Representative, as applicable, to send to the Stockholders (i) a letter of transmittal, substantially in the form attached hereto as Exhibit G , but subject to review and finalization by the parties in a manner consistent with this Agreement and approval of the Exchange Agent (the “ Letter of Transmittal ”) and (ii) solely with respect to each Designated Stockholder, an accredited investor certification, substantially in the form attached hereto as Exhibit H (the “ Accredited Investor Certification ”), together with instructions for effecting the surrender of shares of Common Stock in exchange for the Per Share Merger Consideration.

(b) At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the Stockholders (other than any Cancelled Shares) for exchange in accordance with the Spreadsheet, (i) a copy of Parent’s corporate resolutions evidencing the issue of book entry shares (initially issued to and registered in the name of the Exchange Agent, as the initial holder of record) representing the number of shares of Parent Common Stock sufficient to pay to the Stockholders in aggregate the Closing Equity Consideration and acceptance of the one share of common stock of the Surviving Corporation as par value payment on the Merger Consideration Shares and (ii) an amount in cash sufficient to pay the Stockholders the Closing Cash Consideration. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Closing Equity Consideration and Closing Cash Consideration out of the Exchange Fund. Except as specified in this Section 2.02 , the Exchange Fund shall not be used for any other purpose. If a Stockholder delivers, no later than two Business Days prior to the anticipated Closing Date, a properly completed and duly executed (A) Letter of Transmittal surrendering such Stockholder’s shares of Common Stock and (B) solely with respect to each Designated Stockholder, an Accredited Investor Certification, respectively, effective as of the Closing, Parent shall cause the Exchange Agent to pay the Per Share Closing Consideration in respect of such Stockholder’s shares of Common Stock at the Closing. Notwithstanding Section 2.01(a) , Parent shall pay the cash value of the Per Share Closing Equity Consideration (based on the Per Share Parent Share Value on the Business Day prior to the Closing Date) that would otherwise be issued to each Stockholder holding less than 40,000 shares of Common Stock immediately prior to the Closing.

(c) At the Effective Time, the share transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Common Stock. From and after the Effective Time, the Stockholders shall cease to have any rights with respect to shares of Common Stock except the right to receive the consideration provided for, and in accordance with the procedures set forth, in this Section 2.02 or as otherwise provided herein or by applicable law. If, after the Effective

- 8 -

Time, certificates representing shares of Common Stock are presented to the Exchange Agent, the Surviving Corporation or Parent, such certificates shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.02 .

(d) No dividends or other distributions with respect to shares of Parent Common Stock issued in the Merger shall be paid to the holder of any unsurrendered shares of Common Stock until such shares of Common Stock are surrendered as provided in this Section 2.02 . Following such surrender, subject to the effect of escheat, Tax or other applicable law, there shall be paid, without interest, to the record holder of the shares of Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of Parent Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. Subject to Section 2.01(e) , for purposes of dividends or other distributions in respect of shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

(e) Any portion of the Closing Equity Consideration and Closing Cash Consideration deposited with the Exchange Agent pursuant to this Section 2.02 to pay for Dissenting Shares for which appraisal rights shall have been perfected shall be returned to Parent upon the settlement or final and non appealable adjudication of any claim for appraisal rights asserted with respect to such Dissenting Shares.

(f) All Per Share Merger Consideration issued and paid to a Stockholder upon conversion of the Common Stock in accordance with the terms hereof shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Common Stock.

(g) The parties acknowledge that as a result of the cash payments made to Stakeholders in lieu of equity consideration pursuant to the last sentence of Section 2.02(b) and Section 2.05(a) , the number of shares of Parent Common Stock ultimately issued in connection with the Merger is less than the Merger Consideration Shares and the amount of cash paid in connection with the Merger is greater than the Merger Consideration Cash.

2.03. Lost Certificates . If any certificate representing shares of Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Per Share Closing Consideration to be paid in respect of the shares of

- 9 -

Common Stock represented by such certificate (including any dividends or distributions payable in accordance with Section 2.02(d) ).

2.04. Dissenting Shares . Notwithstanding anything in this Agreement to the contrary, with respect to each share of Common Stock as to which the holder thereof shall have properly complied with the provisions of Section 262 of the DGCL as to appraisal rights (each, a “ Dissenting Share ”), if any, such holder shall be entitled to payment, solely from the Surviving Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that (a) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws his, her or its demand for appraisal of such Dissenting Shares, (b) if any holder of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (c) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment of the appraisal value for his, her or its shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Common Stock and such shares of Common Stock shall thereupon cease to constitute Dissenting Shares and such shares of Common Stock shall be deemed converted as of the Effective Time into the right to receive the Per Share Closing Equity Consideration. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Common Stock, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment with respect to any demands for appraisal for Dissenting Shares, (ii) offer to settle any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing.

2.05. Treatment of Options .

(a) Prior to the Closing Date, the Company shall take all necessary or appropriate actions (and provide reasonable evidence thereof to Parent at least two Business Days prior to Closing) so that, at the Closing, and without any action on the part of any holder thereof, each outstanding Option (whether vested or unvested) shall be cancelled and the holder thereof shall cease to have any rights with respect thereto, other than, in the case of each Optionholder, the right to receive (A) at Closing an amount of cash (reduced by any withholding obligation applicable to such Optionholder) equal to (i) the product of (x) the Per Share Closing Cash Consideration plus the cash value of the Per Share Closing Equity Consideration (based on the Per Share Parent Share Value as of the Business Day prior to the Closing Date) and (y) the number of In-the-Money Options held by such Optionholder, less (ii) the aggregate exercise price of the In-the-Money Options held by such Optionholder (collectively, the “ Closing Option Consideration ”), and (B) any additional consideration, when, as and if it becomes available shall be paid in respect of each In-the-Money Option in accordance with Section 2.11 .

(b) At or prior to the Closing, Parent shall deposit, or shall cause to be deposited, with the Company an amount in cash equal to the Closing Option Consideration to be payable to each Optionholder through the payroll system of the Surviving Corporation as promptly as practicable after the Effective Time.

- 10 -

(c) For the avoidance of doubt, any Option that is not an In-the-Money Option shall be cancelled for no consideration without any action on the part of any holder thereof, immediately prior to the Effective Time. Additionally, all Option Consideration Cash (inclusive of applicable deductions and withholdings) paid to Optionholders in accordance with the terms hereof shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the In-the-Money Options and the cancellation thereof.

2.06. Calculation of Closing and Final Consideration .

(a) For purposes of this Agreement, the “Merger Consideration” shall mean an amount equal to the Merger Consideration Cash plus the Merger Consideration Shares, subject to adjustment (without duplication) for the Net Working Capital as set forth below in this Section 2.06 (for avoidance of doubt, Merger Consideration shall include the Administrative Expense Amount). The “ Merger Consideration Cash ” means an amount equal to:

(i) $150,000,000.00;

(ii) plus the total amount of Cash as of 11:59 p.m. on the day before the Closing Date,

(iii) minus the outstanding amount of Indebtedness immediately prior to the Effective Time;

(iv) minus the unpaid Transaction Expenses;

(v) plus any Tax Refunds and Transaction Tax Benefits required to be paid out under ARTICLE X ;

(vi) plus the amount, if any, by which the Net Working Capital exceeds the Working Capital Target; and

(vii) minus the amount, if any, by which the Net Working Capital is less than the Working Capital Target.

(b) The Company shall prepare and deliver to Parent, at least five Business Days prior to the Closing, a draft spreadsheet and at the Closing, a certified spreadsheet (such spreadsheet as delivered at least five Business Days prior to the Closing, the “ Draft Spreadsheet ” and such spreadsheet as delivered at the Closing, the “ Spreadsheet ”), in the form, reasonably acceptable to Parent and the Exchange Agent, which Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), estimated as of the Closing Date and immediately prior to the Closing: (i) the names of all the Stakeholders and their respective addresses and where available, taxpayer identification numbers; (ii) the number of shares of Common Stock held by, or subject to Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (iii) the number of shares of Common Stock subject to and the exercise price per share in effect

- 11 -

for each such Option (including In-the-Money Options); (iv) the estimated Merger Consideration Cash, which shall set forth by line item the amounts set forth in Section 2.06(a)(ii) through 2.06(a)(vii) (the “ Estimated Cash Merger Consideration ”); (v) the estimated Closing Option Consideration; and (vi) the Percentage Interest of each Stakeholder as of the Closing and the interest of each Stakeholder as of the Closing in respect of the Indemnity Escrow Shares and Adjustment Escrow Shares.

(c) As promptly as possible, but in any event within 45 days after the Closing Date, Parent will deliver to the Stakeholder Representative (i) an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the Closing (which will have been prepared with the assistance of Parent’s or the Company’s accountants), and (ii) Parent’s calculation of the Merger Consideration, based on the Spreadsheet and any post-Closing adjustments (together, the “ Closing Statement ”). The Closing Statement will be prepared in a manner consistent with the definitions of the terms Cash, Indebtedness, Transaction Expenses and Net Working Capital and the accounting principles and practices referred to therein. Except as set forth in provisos in clauses (i) and (ii) of the definition of Net Working Capital with respect to Transaction Tax Deductions, the Closing Statement will entirely disregard (i) any and all effects on the assets or liabilities of the Company and its Subsidiaries as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Parent or its Affiliates or any other transaction entered into by Parent or its Affiliates in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions, or changes which Parent or its Affiliates intends to initiate or make or cause to be initiated or made after the Closing with respect to the Surviving Corporation and its Subsidiaries or their business or assets, or any facts or circumstances that are unique or particular to Parent or its Affiliates or any of their assets or liabilities.

(d) Parent will, and will cause the Surviving Corporation and its Subsidiaries to, (i) assist the Stakeholder Representative and its representatives in the review of the Closing Statement and provide the Stakeholder Representative and its representatives with reasonable access, on reasonable notice, during normal business hours to relevant and non-privileged books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Surviving Corporation and its Subsidiaries for purposes of their review of the Closing Statement, and (ii) otherwise reasonably cooperate with the Stakeholder Representative and its representatives in connection with such review, including providing on a timely basis all other information deemed by the Stakeholder Representative to be useful in connection with the review of the Closing Statement by the Stakeholder Representative or their representatives. If the Stakeholder Representative has any objections to the Closing Statement, the Stakeholder Representative will deliver to Parent a statement setting forth its objections thereto (an “ Objections Statement ”), stating that the Stakeholder Representative believes the Closing Statement contains errors in calculation or was not prepared in a manner consistent with the Agreed Accounting Principles, and specifying in reasonable detail each item that the Stakeholder Representative disputes (the “ Disputed Items ”). If an Objections Statement is not delivered to Parent within 30 days after delivery of the Closing Statement, the Closing Statement as prepared by Parent will be

- 12 -

final, binding and non-appealable by the parties hereto. Following Parent’s receipt of any Objections Statement, Parent and the Stakeholder Representative will attempt to resolve in good faith the disputed matters set forth therein, and all such discussions and negotiations related thereto shall (unless otherwise agreed in writing by Parent and the Stakeholder Representative) be governed by Rule 408 of the Federal Rules of Evidence (as in effect as of the date of this Agreement) and any applicable similar state rule. If Parent and the Stakeholder Representative do not reach a final resolution within 30 days after the delivery of the Objections Statement to Parent, the Stakeholder Representative and Parent will submit any unresolved Disputed Items to Deloitte & Touche LLP or, if such accounting firm is unable or unwilling to serve, to an independent national accounting firm mutually selected by Parent and the Stakeholder Representative (the “ Accounting Firm ”). In the event the parties submit any unresolved Disputed Items to the Accounting Firm, each party will submit a Closing Statement (with Disputed Items only) together with such supporting documentation as it deems appropriate, to the Accounting Firm within 30 days after the date on which such unresolved Disputed Items were submitted to the Accounting Firm for resolution, it being agreed that the parties will make their respective submissions contemporaneously on a date and in a manner directed by the Accounting Firm, and with a copy sent simultaneously and in the same manner to the other party. The Stakeholder Representative and Parent will use their respective commercially reasonable efforts to cause the Accounting Firm to make its resolution and final determination of all Disputed Items submitted to it as soon as practicable, but in any event within 45 days after the date on which the Accounting Firm receives the Closing Statements prepared by the Stakeholder Representative and Parent. The Accounting Firm will resolve such Disputed Items by choosing, in its entirety, the Closing Statement proposed by either the Stakeholder Representative or Parent, and will make no other resolution of any Disputed Items (including by combining elements of the Closing Statements submitted by both parties). The Stakeholder Representative and Parent will use their respective commercially reasonable efforts to cause the Accounting Firm to notify Parent and Stakeholder Representative in writing of its resolution of such Disputed Items as soon as practicable after such resolution. The Closing Statement selected by the Accounting Firm will be final, binding and non-appealable by the parties hereto. Each party will bear its own costs and expenses in connection with the resolution of the Disputed Items by the Accounting Firm. The costs and expenses of the Accounting Firm will be paid by the party whose Closing Statement is not chosen by the Accounting Firm in its resolution of the Disputed Items.

(e) If the Merger Consideration as finally determined pursuant to Section 2.06(d) (the “ Final Cash Merger Consideration ”) is greater than the Estimated Cash Merger Consideration, then, within five Business Days after the determination of Final Cash Merger Consideration, Parent will (i) deposit, or shall cause to be deposited, with the Exchange Agent, in trust and for the benefit of the Stakeholders, an amount of cash equal to the difference between the Estimated Cash Merger Consideration and the Final Cash Merger Consideration, to be distributed in accordance with Section 2.11 and (ii) instruct the Escrow Agent to deposit to the Exchange Agent, in trust and for the benefit of the Stakeholders, the Adjustment Escrow Shares, to be distributed in accordance with Section 2.11 .

- 13 -

(f) If the Final Cash Merger Consideration is less than the Estimated Cash Merger Consideration, then, within five Business Days after the determination of Final Cash Merger Consideration, the Stakeholder Representative will instruct the Escrow Agent to release to Parent from the Adjustment Escrow Account the number of shares of Parent Common Stock with aggregate value (based on the Per Share Parent Share Value as of the Business Day prior to the date of such release) equal to the difference between the Estimated Cash Merger Consideration and the Final Cash Merger Consideration and further instruct the Escrow Agent to deposit with the Exchange Agent, in trust and for the benefit of the Stakeholders, the remaining number (if any) of Adjustment Escrow Shares, to be distributed in accordance with Section 2.11 .

(g) All payments required pursuant to Section 2.06(e) and Section 2.06(f) will be deemed to be adjustments for Tax purposes to the Merger Consideration, to the extent permitted by law.

2.07. Adjustment Escrow . At the Closing, Parent shall deposit with the Escrow Agent the number of shares of Parent Common Stock equal to the Adjustment Escrow Shares. The Adjustment Escrow Shares shall be held by the Escrow Agent under, and released pursuant to, the terms of the Escrow Agreement. The Adjustment Escrow Shares shall be held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement.

2.08. Indemnity Escrow .

(a) At the Closing, Parent shall deposit with the Escrow Agent the number of shares of Parent Common Stock equal to the Indemnity Escrow Shares to be held in escrow to use as the sole source of payment of claims for indemnification pursuant to ARTICLE VIII (other than with respect to claims made pursuant to Section 8.02(a)(ii) (which are subject to the Absolute Cap)). The Indemnity Escrow Shares shall be held by the Escrow Agent under, and released pursuant to, the terms of the Escrow Agreement. The Indemnity Escrow Shares shall be held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement.

(b) On the date that is one day following the one-year anniversary of the Closing Date (the “ Indemnity Escrow Release Date ”), Parent shall provide the Stakeholder Representative with (i) a written notice of its reasonable and good-faith determination of the Unresolved Claim Shares, together with reasonable supporting calculations and documentation, and (ii) a written notice duly executed by Parent and the Stakeholder Representative instructing the Escrow Agent to pay to the Exchange Agent, for further distribution in accordance with Section 2.11 , and in accordance with the terms of the Escrow Agreement, the number of shares of Parent Common Stock equal to the excess, if any, of (x) the number of shares of Parent Common Stock in the Indemnity Escrow Account over (y) the sum of (1) the Unresolved Claim Shares (based on the Per Share Parent Share Value as of the Business Day prior to the Indemnity Escrow Release

- 14 -

Date) and (2) the Secondary Indemnity Holdback, if any. The term “ Unresolved Claim Shares ” means the number of shares of Parent Common Stock equal to (A) the sum of all indemnifiable Losses under Section 8.02(a) (other than Section 8.02(a)(ii) ) that have been asserted pursuant to ARTICLE VIII but not finally resolved as of the Indemnity Escrow Release Date (each such claim, an “ Unresolved Claim ”), divided by (B) the Per Share Parent Share Value as of the Business Day prior to the Indemnity Escrow Release Date. The term “ Secondary Indemnity Holdback ” means (i) if all Agreed Indemnifiable Events have been Resolved as of the Indemnity Escrow Release Date, zero and (ii) if there has not been Resolution of all Agreed Indemnifiable Events by the Indemnity Escrow Release Date, the number of shares of Parent Common Stock in the Indemnity Escrow Account equal to (A) $15,000,000.00 or such lesser amount of Parent Common Stock based on the value of the Parent Common Stock remaining in the Indemnity Escrow Account, exclusive of Unresolved Claim Shares, based on the Per Share Parent Share Value as of the Business Day prior to the Indemnity Escrow Release Date, divided by (B) the Per Share Parent Share Value as of the Business Day prior to Indemnity Escrow Release Date. The Escrow Agent shall segregate the Secondary Indemnity Holdback from the Unresolved Claim Shares, and the Secondary Indemnity Holdback shall be available solely to satisfy claims by Parent related to any Agreed Indemnifiable Event.

(c) Within five Business Days of Resolution of any Agreed Indemnifiable Event, Parent shall provide the Stakeholder Representative a written notice duly executed by Parent and the Stakeholder Representative instructing the Escrow Agent to pay to the Exchange Agent, for further distribution in accordance with Section 2.11 , and in accordance with the terms of the Escrow Agreement, any remaining shares of the Secondary Indemnity Holdback less the value of shares equal to any amounts due, owing or otherwise payable in conjunction with such Resolution, in each case based on the Per Share Parent Share Value as of the date of the Resolution.

(d) Following the first anniversary of the Closing Date and without taking into account any Secondary Indemnity Holdback, upon final resolution of all Unresolved Claims in respect of which Unresolved Claim Shares and/or cash have been retained in the Indemnity Escrow Account, Parent and the Stakeholder Representative shall instruct the Escrow Agent to release to the Exchange Agent, for further distribution in accordance with Section 2.11 , and in accordance with the terms of the Escrow Agreement, any shares of Parent Common Stock and cash in the Indemnity Escrow Account in excess of the amount of any cash and/or Unresolved Claim Shares utilized to satisfy the resolution of the Unresolved Claims.

(e) The Stakeholder Representative shall be authorized to sell or otherwise convert all remaining Indemnity Escrow Shares to cash at any time and manner allowable under applicable securities laws, as further set forth in the Escrow Agreement, and all references herein to shares held in the Indemnity Escrow Account shall thereafter mean cash. All costs or expenses incurred in connection with such conversion will be satisfied from the Indemnity Escrow Account; so long as at the time of and immediately following such conversion, the amount remaining in the Indemnity Escrow Account has a value greater than $30,000,000 (less any amounts released from the Indemnity Escrow Account

- 15 -

through the date of conversion to satisfy claims under ARTICLE VIII). In all other instances, all such costs or expenses will be satisfied from the Administrative Expense Account unless Parent and the Stakeholder Representative otherwise agree in writing.

2.09. Administrative Expense Account . On the Closing Date, from the Merger Consideration, Parent shall deliver the Administrative Expense Amount to the Stakeholder Representative by wire transfer of immediately available funds. The Stakeholder Representative, on behalf of the Stakeholders, shall hold the Administrative Expense Amount in a separate account (the “ Administrative Expense Account ”) as a fund from which the Stakeholder Representative shall pay any fees, expenses or costs it incurs in performing its duties and obligations under this Agreement by or on behalf of the Stakeholders, including legal and consultant fees, expenses and costs for reviewing, analyzing, prosecuting and defending any claim or process arising under or relating to this Agreement or the transactions contemplated by this Agreement. The Stakeholders will not receive any interest or earnings on the Administrative Expense Amount and irrevocably transfer and assign to the Stakeholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stakeholder Representative will not be liable for any loss of principal of the Administrative Expense Amount other than as a result of its gross negligence or willful misconduct.

2.10. Rights Not Transferable . The rights of Stakeholders as of immediately prior to the Effective Time are personal to each such Stakeholder and shall not be transferable for any reason otherwise than by operation of law, will or the laws of descent and distribution. Any attempted transfer of such right by any holder thereof (otherwise than as permitted by the immediately preceding sentence) shall be null and void.

2.11. Final Merger Consideration . When, as and if any adjustments to the Merger Consideration, escrow releases or other additional consideration become available for distribution to the Stakeholders in accordance with the terms of this Agreement and the Escrow Agreement, it shall be distributed among the Stakeholders pro rata in accordance with each such Stakeholder’s Percentage Interest as calculated and equitably adjusted by the Stakeholder Representative at the applicable time to take into account any Options that become In-the-Money Options as a result of the distribution of any such additional consideration; provided, however, that only those Optionholders set forth in the Spreadsheet delivered in accordance with Section 2.06(b) shall be entitled to receive such equitable adjustment; provided, further, that the Stakeholder Representative shall deliver an updated Spreadsheet, certified by the Stakeholder Representative, on the date of any distribution of Merger Consideration, escrow releases or other additional consideration, which shall reflect any such equitable adjustments or other changes. Notwithstanding the preceding, when, as and if such adjustments to the Merger Consideration or escrow releases become available for distribution to the Stakeholders in accordance with the terms of this Agreement, holders of Dissenting Shares shall not be entitled to receive such consideration.

2.12. Fractional Shares . No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. The number of shares of Parent Common Stock to be issued under this Agreement to any Stakeholder (after aggregating all fractional shares that would be issued at any given time) shall be rounded to the nearest whole share (with one-half being rounded upward).

- 16 -

2.13. Further Action . If at any time after the Effective Time, any further action is necessary to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, the directors and officers of the Surviving Corporation are fully authorized in the name of the Company and Merger Sub to take all such lawful and necessary action.

2.14. Unregistered Stakeholders . If any cash payment is to be made to a Person other than the Stakeholder in whose name the applicable surrendered share of Common Stock or In-the-Money Option is registered, it shall be a condition of such payment that the Person requesting such payment shall pay, or cause to be paid, any transfer or other Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered share of Common Stock or In-the-Money Option, or required for any other reason relating to such holder or requesting Person, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Per Share Closing Equity Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered share of Common Stock is registered, it shall be a condition to the registration thereof that the surrendered share of Common Stock shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Per Share Closing Equity Consideration shall pay, or cause to be paid, to the Exchange Agent any transfer or other Taxes required as a result of such registration in the name of a Person other than the registered holder of such share of Common Stock or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

2.15. Unclaimed Amounts . Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the Stockholders one year after the Effective Time shall be returned to Parent, upon demand, and any such Stakeholder who has not exchanged or surrendered his, her or its shares of Common Stock, as applicable, for the Per Share Closing Consideration in accordance with Section 2.02 prior to that time shall thereafter look only to Parent for delivery of the Per Share Merger Consideration in respect thereof. Notwithstanding the foregoing, neither Parent, Merger Sub, the Company nor the Surviving Corporation shall be liable to any Stockholder for any Per Share Merger Consideration or other amounts delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

2.16. Withholding . Each of Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold, and cause the Exchange Agent to deduct and withhold, from any amount payable or settled pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of any such payment under the Code or any provision of applicable Tax law, provided that no deductions or withholdings shall be made if the shares of Parent Common Stock are not fully paid up for purposes of the laws of the Netherlands. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Common Stock or In-the-Money Options, as applicable, in respect of which such deduction and withholding was made by Parent, Merger Sub, the Surviving Corporation or the Exchange Agent, as the case may be. Parent shall use commercially reasonable efforts to provide or cause to be provided to such holder written notice no later than two days in advance of the amounts being so deducted or withheld, setting forth such amounts

- 17 -

and the applicable law requiring such withholding. Notwithstanding anything to the contrary, any compensatory amounts payable in cash pursuant to or as contemplated by this Agreement for which withholding is required shall be remitted to the Company or applicable payroll agent for payment to the applicable Person through their regular payroll procedures, as applicable, and the Company shall, or shall cause the applicable payroll agent to, withhold from such compensatory amounts as required under the Code or any provision of applicable Tax law.

2.17. Cap and Other Limitations for Electing Stockholders . At the Closing, the Stakeholder Representative shall provide the Company with a schedule (the “ Electing Stockholder Schedule ”), which shall name each Stockholder that has notified the Stakeholder Representative to be included on the Electing Stockholder Schedule and, at the discretion of such Stockholder, (i) set forth the maximum Merger Consideration Cash (excluding amounts received by such Stockholder on the Closing Date) that such Stockholder may receive in connection with the Merger (the “ Post-Closing Cash Cap ”), (iii) set forth the maximum value of Parent Common Stock or cash (as applicable) that such Stockholder may receive from the Indemnity Escrow Account (the “ Indemnity Escrow Cap ”), (iv) set forth the maximum value of Parent Common Stock or cash (as applicable) that such Stockholder may receive from the Adjustment Escrow Account (the “ Adjustment Escrow Cap ”), (v) state that the Escrow Agent shall not vote any of the shares of Parent Common Stock in the Indemnity Escrow Account or the Adjustment Escrow Account that are attributable to such Stockholder, and/or (vi) state that any dividends paid in respect of all or a specified number of the shares of Parent Common Stock in the Indemnity Escrow Account or the Adjustment Escrow Account that are attributable to such Stockholder shall be paid to the Escrow Agent and retained in the Indemnity Escrow Account or the Adjustment Escrow Account, as applicable. Notwithstanding anything to the contrary in this Agreement, in no event shall any Stockholder named on the Electing Stockholder Schedule receive in connection with the Merger (A) an amount of Merger Consideration Cash (excluding amounts received by such Stockholder on the Closing Date) greater than the Post-Closing Cash Cap corresponding to such Stockholder in the Electing Stockholder Schedule, (B) a value of Parent Common Stock or an amount of cash (as applicable) from the Indemnity Escrow Account greater than the Indemnity Escrow Cap corresponding to such Stockholder in the Electing Stockholder Schedule, or (C) a value of Parent Common Stock or an amount of cash (as applicable) from the Adjustment Escrow Account greater than the Adjustment Escrow Cap corresponding to such Stockholder in the Electing Stockholder Schedule. Any amount of cash or any Parent Common Stock that a Stockholder would have received, but is not entitled to receive on account of the preceding sentence, shall instead be paid or released to the eligible Stakeholders in accordance with Section 2.11 . If a Stockholder makes the election on the Electing Stockholder Schedule described in clause (v) above, the Escrow Agent shall not vote any of the shares of Parent Common Stock in the Indemnity Escrow Account or the Adjustment Escrow Account that are attributable to such Stockholder. If a Stockholder makes the election on the Electing Stockholder Schedule described in clause (vi) above, any dividends paid in respect of all or the specified number (as set forth on the Electing Stockholder Schedule) of Parent Common Stock in the Indemnity Escrow Account or the Adjustment Escrow Account, as applicable, that are attributable to such Stockholder shall be paid to the Escrow Agent and shall be retained in cash in the Indemnity Escrow Account or the Adjustment Escrow Account, as applicable; and (x) such cash shall be available as a source of payment of claims for

- 18 -

indemnification pursuant to ARTICLE VIII (in the case of the Indemnity Escrow Account) or for any release to Parent under Section 2.06(f) (in the case of the Adjustment Escrow Account), (y) shall be deemed to be included in all references herein to shares held in the Indemnity Escrow Account or the Adjustment Escrow Account, as applicable (other than references in this Section 2.17 or as specified in clause (z) of this sentence), and (z) shall, upon any release from the Indemnity Escrow Account in accordance with Section 2.08 or release to Stakeholders from the Adjustment Escrow Account under Section 2.06(e) or Section 2.06(f) , as applicable, be payable only to such Stockholder and shall not affect the amount of cash or Parent shares to which such Stockholder or any other Stakeholder is otherwise entitled.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Merger Sub as follows, in each case except as set forth in the Disclosure Schedules:

3.01. Organization and Power . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and the Company has all requisite corporate power and authority and all Permits necessary to own and operate and/or lease its assets, rights and properties and to carry on its businesses as now conducted, except where the failure to hold such Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires the Company to qualify, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

3.02. Subsidiaries . Except as set forth on Schedule 3.02 , neither the Company nor any of its Subsidiaries own or hold the right to acquire any stock, partnership interest, limited liability company interest, joint venture ownership interest or other equity ownership interest in any other Person. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has, in all material respects, all requisite company power and authority and all Permits necessary to own and/or lease its assets, rights and properties and to carry on its businesses as now conducted by it and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of businesses as now conducted requires it to qualify. Except as set forth on Schedule 3.02 , there are no outstanding (a) shares of capital stock or other equity interests or voting securities of any Subsidiary of the Company, (b) securities convertible or exchangeable into capital stock of any Subsidiary of the Company, (c) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of any Subsidiary of the Company or (d) stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary of the Company. All of the capital stock of each of the Subsidiaries of the Company is owned directly or indirectly by the Company. Except as set forth on Schedule 3.02 , all issued and outstanding shares of capital stock of each of the Company’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are free of any Liens.

- 19 -

3.03. Authorization; Valid and Binding Agreement; No Breach .

(a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the Company and the written consent of the Designated Stockholders determined pursuant to Section 1.05(a)(ix) is the only vote or approval of the Stakeholders required to approve this Agreement, the Merger and transactions contemplated hereby. No other actions, proceedings, consents, waivers or approvals on the part of the Company or the Stakeholders are necessary to authorize the execution, delivery or performance of this Agreement. Assuming due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company and the Stakeholder Representative in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity.

(b) Except as set forth on Schedule 3.03(b) , the execution, delivery and performance of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not (i) conflict with or violate the certificate of incorporation, bylaws or equivalent organizational documents of the Company or any of its Subsidiaries; (ii) materially conflict with or violate any law or order applicable to the Company or any of its Subsidiaries or by which any property, right or asset of the Company or any of its Subsidiaries is bound; (iii) result in any material breach of, constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, result in a material loss of benefit under, give rise to a right of material payment (other than such payments expressly contemplated by this Agreement and, in any event, do not constitute such a breach or default) under, create in any party thereto the right to amend, modify, abandon, accelerate, terminate or cancel any material provision of (in each case, whether with notice or lapse of time or both), require any material notice, consent or approval under, or result in the creation or imposition of any material Lien on any material property, right or asset of the Company or any of its Subsidiaries under, any material agreement, whether oral or written, to which the Company or any of its Subsidiaries is a party or by which any material property, right or asset of the Company or any of its Subsidiaries is bound; or (iv) cause the suspension or revocation of any material Permit held by the Company or any of its Subsidiaries, other than any such authorizations, consents, approvals, exemptions or other actions required under the HSR Act or applicable antitrust and/or competition laws of other jurisdictions.

3.04. Capitalization .

(a) The authorized capital stock of the Company consists solely of 250,000,000 shares of Common Stock. A total of 180,399,055 shares of Common Stock are issued and outstanding as of the date hereof. The Company holds no treasury shares. As of the date hereof, there are no other issued and outstanding shares of capital stock or other securities of the Company and no outstanding commitments or agreements to issue

- 20 -

any shares of capital stock or other securities of the Company other than pursuant to the exercise of outstanding Options under the Plans and other than as set forth on Schedule 3.04 . Schedule 3.04 accurately sets forth, as of the date hereof, the name of each Person that is the registered owner of any shares of Common Stock and the number of such shares so owned by such Person. To the Company’s Knowledge, the number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding capital stock or voting securities of the Company. Except as set forth in Schedule 3.04 , (i) all issued and outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Liens or “put” or “call” rights created by statute, the Company’s certificate of incorporation or bylaws, or any commitment or agreement to which the Company is a party or by which the Company is bound, (ii) no shares of Company capital stock are subject to a right of repurchase by the Company which lapses (or where the shares “vest”) over time (other than the Company’s right to repurchase shares within a set number of days after an employee’s employment with the Company has terminated), (iii) all issued and outstanding shares of the Company’s capital stock were issued in compliance with all applicable legal requirements and all requirements set forth in applicable agreements, (iv) there is no liability for dividends accrued and unpaid by the Company and (v) the Company is not under any obligation to register under the Securities Act any shares of the Company’s capital stock or any other securities of the Company, whether currently outstanding or that may subsequently be issued.

(b) As of the date hereof, the Company has reserved 29,863,653 shares of Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Plans, of which 29,140,015 shares are subject to outstanding and unexercised Options, and 707,712 shares remain available for issuance thereunder. Schedule 3.04 sets forth, as of the date hereof, a true, correct and complete list of all holders of outstanding Options, whether or not granted under the Plans, including the number of shares of Common Stock subject to each such Option, the date of grant, the exercise price per share, the Tax status of such Option under Section 422 of the Code and the Plan from which such Option was granted. In addition, Schedule 3.04 sets forth a true, correct and complete list of all holders of outstanding Options that are held by Persons that are not employees of the Company, including the relationship between each such Person and the Company.

(c) Except for outstanding Options and as set forth on Schedule 3.04 , neither the Company nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of the Company’s capital stock or any other securities representing the right to purchase or otherwise receive any shares or other securities of the Company and its Subsidiaries.

(d) As of the date hereof and except as set forth on Schedule 3.04 , no Person has any right to acquire any shares of the Company’s capital stock or any options (other than outstanding Options), warrants or other rights to purchase shares of the Company’s capital stock or other securities of the Company, from the Company.

- 21 -

(e) No bonds, debentures, notes or other indebtedness of the Company (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is any way based upon or derived from capital or voting stock of the Company, is issued or outstanding as of the date hereof.

(f) The allocation of the Merger Consideration to the Stakeholders in accordance with the Spreadsheet fully complies with (i) the Company’s Certificate of Incorporation and bylaws in effect immediately prior to the Effective Time, (ii) the terms of that certain stockholders agreement, dated as of August 1, 2013, by and among the Company, Blackhawk Intermediate Holdings, Inc., Blackhawk Specialty Tools, LLC (the “ LLC ”) and the other investor parties thereto, and (iii) applicable state and federal laws.

3.05. Financial Statements .

(a) Schedule 3.05 consists of: (i) the Company’s unaudited consolidated balance sheet as of August 31, 2016 (the “ Latest Balance Sheet ”) and the related statement of income for the eight-month period then ended and (ii) the Company’s audited consolidated balance sheet and statements of income and cash flows for the fiscal year ended December 31, 2015 (all such financial statements referred to in (i) and (ii), the “ Financial Statements ”). Except as set forth on Schedule 3.05 , the Financial Statements present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein in accordance with GAAP, consistently applied (subject in the case of the unaudited financial statements to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from year-end adjustments). Except as set forth on Schedule 3.05 , the Company and its Subsidiaries do not have any material liabilities that would be required to be reflected in a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, except (i) liabilities accrued on or reserved against in the Latest Balance Sheet or disclosed in the notes thereto, (ii) liabilities that have arisen since the date of the Latest Balance Sheet in the ordinary course of business, (iii) liabilities to be included in the computation of Indebtedness or Transaction Expenses, (iv) liabilities agreed to be included in the computation of Net Working Capital, and (v) other liabilities which do not, individually or together with other liabilities that relate to or result from the same facts, events or circumstances, exceed $50,000.

(b) Neither the Company, nor to the Company’s Knowledge, the Company’s independent auditors or any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves the Company’s management or other current or former employees, consultants directors of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. Neither the Company nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or

- 22 -

auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Financial Statements.

3.06. Absence of Certain Developments . Since January 1, 2016, the Company and its Subsidiaries have conducted their respective businesses, in all material respects, in the ordinary course consistent with past practice, and there has not occurred any event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.06 or as expressly permitted under this Agreement since January 1, 2016, neither the Company nor any of its Subsidiaries has:

(a) amended or modified its certificate of incorporation or bylaws (or equivalent organizational or governing documents);

(b) issued, delivered, reissued or sold, disposed, encumbered or pledged any of its shares of, or authorized the same in respect of, capital stock, any voting securities or any other equity interests or any options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, other equity-based compensation, calls or commitments with respect to such securities of any kind, or granted phantom stock or other similar rights with respect to any of the foregoing (other than any Options set forth on Schedule 3.04 );

(c) declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any of its outstanding capital stock or other equity interests, in each case, other than distributions or dividends in cash and distributions by a Subsidiary of the Company to the Company or a direct or indirect wholly owned Subsidiary of the Company;

(d) split, combined, subdivided or reclassified any of its outstanding capital stock or other equity interests;

(e) created, incurred, assumed or guaranteed any Indebtedness other than (i) pursuant to the Company’s existing credit facilities identified on Schedule 3.06(e) or (ii) pursuant to arrangements solely among or between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among or between its direct or indirect wholly owned Subsidiaries subjected any material portion of its properties or assets to any material Lien, other than Permitted Liens;

(f) sold, assigned or transferred any material portion of its tangible assets, except in the ordinary course of business;

(g) (i) sold, assigned or transferred any material patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, (ii) failed to take any action in the ordinary course of business, consistent with past practice, to make any filing, pay any fee, or take any other act necessary to maintain in full force and effect any Intellectual Property and (iii) failed to take any action in the ordinary course of business, consistent with past practice, to maintain reasonable measures to protect the confidentiality and value of Intellectual Property;

- 23 -

(h) (i) made or granted any material bonus or any material increase to salary, wages, commissions or other compensation to any current (or former) employee, officer, or consultant in excess of 10% for any individual’s annual base salary, (ii) amended or terminated any existing employee benefit plan or arrangement or severance agreement or change in control agreement or retention or employment contract other than amendments required by applicable law or in order to maintain the tax-qualified status of such employee benefit plan under Section 401(a) of the Code, (iii) adopted any new employee benefit plan or arrangement or severance agreement or change in control agreement or retention or employment contract or tax gross-up or tax indemnification agreement, (iv) amended or accelerated of the payment, right to payment or vesting of any compensation or benefits (except as expressly provided under this Agreement) or (v) taken any action to fund any trust or in any similar way secure the payment of compensation or benefits under any Plan (except in the ordinary course of business, as required under the terms of a Plan or applicable law, or as expressly provided under this Agreement);

(i) made any loans or advances to, or guarantees for the benefit of, any Persons (except for loans, advances or guarantees to employees or consultants for travel or other business expenses in the ordinary course of business) in excess of $50,000;

(j) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization;

(k) made any acquisition of all or substantially all of the assets, capital stock or business of any other Person, whether by merger, stock or asset purchase or otherwise;

(l) cancelled, waived or released any material debts, rights or claims in favor of the Company or any of its Subsidiaries except in the ordinary course of business;

(m) entered into any new line of business;

(n) made any material change in its accounting methods; or

(o) committed to do any of the foregoing.

3.07. Title to Properties .

(a) Except as set forth on Schedule 3.07(a) , each of the Company and its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens, except for assets disposed of by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet.

(b) Except as set forth on Schedule 3.07(b) , neither the Company nor any of its Subsidiaries own any real property. The real property demised by the leases described on Schedule 3.07(b) (the “ Leased Real Property ”) constitutes all of the real property leased by the Company and its Subsidiaries. Except as set forth on Schedule 3.07(b) , the Leased Real Property leases are in full force and effect, and the Company or a Subsidiary

- 24 -

of the Company holds a valid and existing leasehold interest under each such lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights laws. The Company has delivered or made available to Parent copies of each of the leases described on Schedule 3.07(b) , and none of such leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Parent. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries are in default in any material respect under any of such leases.

3.08. Tax Matters. Except as set forth on Schedule 3.08 :

(a) The Company and each of its Subsidiaries have timely filed all federal income Tax Returns and all other material Tax Returns that are required to be filed by them, and all such Tax Returns are true, correct and complete. The Company and its Subsidiaries have paid all Taxes due and owing with respect to such Tax Returns prior to the Closing Date (whether or not shown on a Tax Return). All deficiencies asserted in writing or assessments made in writing by any Taxing Authority in connection with such Tax Returns have been or shall be timely paid on or before the Closing Date. All material Taxes which the Company or any of its Subsidiaries were obligated to withhold from amounts owing to any employee, creditor or third party have been fully withheld, collected and timely paid to the proper Taxing Authority, or properly accrued.

(b) There is no dispute or claim concerning any Tax liability of the Company or any of its Subsidiaries claimed or raised by any Taxing Authority of which the Company or any of its Subsidiaries has received written notice. No claim has been made in writing by any Taxing Authority in any jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such Subsidiary is or may be subject to Tax in that jurisdiction. Neither the Company nor any of its Subsidiaries has received any written notice of any threatened Tax audit, examination, refund litigation or adjustment in controversy with respect to the business or operations of the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of material Taxes beyond the date hereof or agreed to any extension of time beyond the date hereof with respect to a material Tax assessment or deficiency, other than waivers or extensions that are no longer in force. No power of attorney granted by the Company or any of its Subsidiaries with respect to any Tax is currently in force with respect to any Tax audit or Tax dispute.

(c) As of the Closing Date, neither the Company nor any Subsidiary will be a party to, or otherwise bound by or subject to (whether as a transferee, successor or otherwise), any Tax sharing, Tax allocation, Tax indemnity or other similar agreement or arrangement pursuant to which it will have any obligation to make any payments to any Person, other than (i) agreements or arrangements entered into in the ordinary course of business and not primarily relating to Taxes, and (ii) agreements or arrangements solely among the Company and its Subsidiaries.

(d) Neither the Company nor any Subsidiary will be required to include any item of income in, or exclude any item of deduction from, Taxable income from any

- 25 -

Taxable period (or portion thereof) ending after the Closing Date as a result of (i) a change in method of accounting for a Pre-Closing Tax Period, (ii) a “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law) executed prior to the Closing, (iii) an installment sale or open transaction disposition made prior to the Closing, (iv) any prepaid amount received or deferred revenue accrued prior to the Closing, or (v) any election under Section 108(i) of the Code.

(e) Neither the Company nor any Subsidiary has ever been a member of an affiliated, combined, consolidated or unitary Tax group for purposes of filing any U.S. federal income or other material Tax Return, other than, for purposes of filing consolidated U.S. Federal income tax returns, a group of which the Company is the common parent, or has any liability with respect to the Taxes of any other Person (other than the Company or any Subsidiary) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local, or non-U.S. law, or as a transferee or successor.

(f) Neither the Company nor any Subsidiary has agreed to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or non-U.S. law.

(g) Any charges, accruals or reserves for Taxes with respect to the Company and its Subsidiaries for any Pre-Closing Tax Period (excluding any provision for deferred income Taxes) that are reflected on the books of the Company and its Subsidiaries are adequate to cover Taxes for such Pre-Closing Tax Period that are not yet due and payable.

(h) Neither the Company nor any Subsidiary has had any material deferred gain or loss from a deferred intercompany transaction within the meaning of Treasury Regulation Section 1.1502-13 (or any similar provision under state, local or foreign law) or any material excess loss account within the meaning of Treasury Regulation Section 1.1502-19 (or any similar provision of state, local or non-U.S. law).

(i) There are no material Liens for Taxes (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries.

(j) Neither the Company nor any Subsidiary has distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was intended to be governed in whole or in part by Section 355 of the Code.

(k) Neither the Company nor any Subsidiary has been at any time a “U.S. real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(l) The Company and the Subsidiaries have disclosed on all relevant Tax Returns any positions taken therein that could give rise to a substantial understatement of Taxes within the meaning of Section 6662 of the Code.

(m) Neither the Company nor any Subsidiary has participated (within the meaning of Treasury Regulation Section 1.6011-4(c)(3)) in any “reportable transaction”

- 26 -

described under Treasury Regulation Section 1.6011-2, including any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(n) Neither the Company nor any Subsidiary has (or has had) any (i) place of management, (ii) branch, (iii) office (or any other place of business), (iv) operations or employees, (v) agent with binding authority or (vi) any other activities, in each case that did or would reasonably be expected to give rise to a permanent establishment or taxable presence in any country other than (x) the country where the Company or such Subsidiary was organized or (y) a country pursuant to the Tax laws of which the Company or such Subsidiary has paid all material Taxes due and owing by it and filed all material Tax Returns required to be filed by it in such country (any of clauses (i) through (vi), a “ Taxable Presence Activity ”).

(o) Neither the Company nor any Subsidiary has failed to be registered as a taxable person for purposes of material value added Taxes or any material similar indirect Taxes for which it is required by applicable Tax law to be registered.

(p) Schedule 3.08(p) sets forth the classification for U.S. federal income tax purposes of each of the Company and each of its Subsidiaries, and, except as otherwise set forth on Schedule 3.08(p) , the Company and each such Subsidiary has had such classification at all times since its formation.

(q) The Company and each of its Subsidiaries has timely collected and properly maintained all resale certificates and other documentation required for any exemption from the collection of any material applicable sales or use or similar Taxes.

(r) All of the employees of the Company and each Subsidiary have been properly classified as employees for all material Tax purposes, and all of the independent contractors of the Company and each Subsidiary have been properly classified as independent contractors for all material Tax purposes.

(s) Neither the Company nor any Subsidiary has received from any Taxing Authority (including jurisdictions where the Company or such Subsidiary has not filed a Tax Return) in the five most recent taxable years ending prior to the Closing Date, any written notice of deficiency or written proposed adjustment for any amount of Tax proposed, asserted or assessed by any Taxing Authority against the Company or any Subsidiary.

(t) The Company and each Subsidiary have made available to Parent correct and complete copies of (i) all U.S. federal income and other material Tax Returns that have been filed for Taxable periods ending on or after December 31, 2013, and (ii) any examination reports and statements of deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to Taxes filed or received since January 1, 2012.

(u) The execution of and performance of the transactions contemplated by this Agreement will not either alone or in connection with any other event(s) result in the payment or provision of an “excess parachute payment” under Section 280G of the Code, whether under a Plan or otherwise.

- 27 -

(v) Since the date of the Latest Balance Sheet, except as set forth in Schedule 3.08(v) or in connection with the transactions contemplated or as provided under this Agreement, neither the Company nor any of its Subsidiaries has made any material change in its Tax accounting methods.

(w) The representations and warranties set forth in Section 3.05 , this Section 3.08 , and Section 3.12 contain the sole and exclusive representations and warranties of the Company in this Agreement with respect to Taxes, and any claim for breach of representation or warranty against the Stakeholders with respect to Taxes will be based on the representations and warranties made in Section 3.05 , this Section 3.08 and Section 3.12 and will not be based on the representations or warranties set forth in any other provision of this Agreement. Nothing in this Agreement (including this Section 3.08 ) shall be construed as providing a representation or warranty with respect to the existence, amount, expiration date or limitations on (or availability of) any Tax attribute of the Company or any of its Subsidiaries, and the Stakeholders will not be liable under any provision of this Agreement for Taxes of Parent, the Company or its Subsidiaries, or any of their Affiliates for any period (or portion thereof) beginning after the Closing Date, except with respect to (A) the representations and warranties in Section 3.08(c) , (d) , and (h) , and (B) in the case of Taxes that do not result to any extent from a Taxable Presence Activity following the Closing, Section 3.08(n) .

3.09. Contracts and Commitments .

(a) Except as set forth on Schedule 3.09(a) , neither the Company nor any of its Subsidiaries is party to or bound by any of the following:

(i) except for purchase orders issued in the ordinary course of business, a contract that is reasonably expected to require aggregate payment by the Company or any of its Subsidiaries of $150,000 or more within a twelve month period and which is not terminable by the Company or any of its Subsidiaries on less than 90 days prior notice;

(ii) any continuing contract for the purchase, sale or license of materials, supplies, equipment, services, software, Intellectual Property or other assets with a Significant Supplier or Significant Customer or any purchase order from the Company or any of its Subsidiaries to a vendor with $100,000 or more outstanding;

(iii) material license, sale, distribution, marketing, agent, franchise or similar agreement relating to or providing for the marketing or sale of the products or services;

(iv) any material licenses, sublicenses and other contracts pursuant to which the Company has agreed to any restriction on the right of the Company or its Subsidiaries to use or enforce any Intellectual Property or pursuant to which the Company agrees to encumber, transfer or sell rights in or with respect to any Intellectual Property;

- 28 -

(v) contract with any Governmental Body;

(vi) partnership, joint venture, or other similar material contract, arrangement or agreement (including any profit sharing agreements not constituting a Plan);

(vii) collective bargaining agreement or contract with any labor union, other than as described in Section 3.18 or Schedule 3.18 ;

(viii) material bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 3.12 or the Disclosure Schedules relating thereto;

(ix) stock purchase, stock option or similar plan, other than as described in Section 3.12 or the Disclosure Schedules relating thereto;

(x) other than as described in Section 3.12 or the Disclosure Schedules relating thereto a contract for the employment of any officer, individual employee or other individual Person on a full-time or consulting basis providing for fixed compensation in excess of $100,000 per annum that is not immediately terminable;

(xi) contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the Company’s or any of its Subsidiaries’ assets, other than the obligations and Liens set forth on Schedule 3.06(e) ;

(xii) guaranty of any obligation for borrowed money, other than those released in connection with the Closing as set forth on Schedule 3.06(e) ;

(xiii) lease or rental contract under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000.00;

(xiv) any confidentiality, secrecy or non-disclosure agreement, other than any such contract entered into with customers and distributors or other Persons in the ordinary course of business and other than any such contract entered into in connection with a potential sale of the Company;

(xv) any material settlement agreement under which the Company and its Subsidiaries or the counterparty thereto has unsatisfied obligations;

(xvi) any agreement or contract requiring the Company or any of its Subsidiaries to indemnify or hold harmless any Person, other than in the ordinary course of business consistent with past practice;

(xvii) any contract limiting the freedom of the Company or any of its Subsidiaries to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any material

- 29 -

Intellectual Property, or any contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights and/or terms to any Person; or

(xviii) agreement or contract to enter into any of the foregoing.

(b) Parent has been given access to a true and correct copy of all contracts which are listed on Schedule 3.09(a) , together with all material amendments, waivers or other changes thereto.

(c) (i) neither the Company nor any of its Subsidiaries is in material breach or material default under any contract listed on Schedule 3.09(a) (each, a “ Material Contract ” and, collectively, the “ Material Contracts ”), and (ii) to the Company’s Knowledge, the other party to each of the Material Contracts is not in material default thereunder.

3.10. Intellectual Property .

(a) All of the material patents, internet domain names, registered trademarks, registered service marks, registered copyrights, and applications for any of the foregoing owned by the Company or any of its Subsidiaries and used in the conduct of the Company’s and its Subsidiaries’ respective businesses (collectively, “ Intellectual Property ”) are set forth on Schedule 3.10(a) .

(b) Except as set forth on Schedule 3.10(b) : (i) the Company or one of its Subsidiaries owns and possesses all right, title and interest in and to, or has a valid and enforceable license to use, the Intellectual Property, (ii) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries are currently infringing on the intellectual property rights of any other Person, (iii) to the Company’s Knowledge, since January 1, 2014, no Person is currently infringing on the Intellectual Property and (iv) since January 1, 2014, neither the Company nor any of its Subsidiaries have been sued in any suit, action or proceeding (or received any written notice or, to the knowledge of the Company, threat) which involves a claim of infringement or misappropriation of any Intellectual Property right of any third party or which contests the validity, ownership or right of the Company to exercise any Intellectual Property right, and, to the Company’s Knowledge, the Company has not received any written communication that involves an offer to license or grant any other rights or immunities under any intellectual property right of any other Person.

3.11. Litigation . Except as set forth on Schedule 3.11 , there are no actions or proceedings pending or, to the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries before or by any Governmental Body, which, if determined adversely to the Company or any of its Subsidiaries (as applicable), would have a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries is party to any outstanding judgment or decree of any Governmental Body.

3.12. Employee Benefit Plans .

- 30 -

(a) Schedule 3.12(a) sets forth an accurate and complete list of all material Plans. With respect to each material Plan, the Company has made available to Parent an accurate and complete copy of (i) each material writing that sets forth all material terms of the Plan, including plan documents, plan amendments, any related trusts and all summary plan descriptions, (ii) a written description of the Plan, if not otherwise in writing, (iii) the Form 5500 filed in each of the most recent three plan years with respect to each Plan, if applicable, including all schedules thereto, financial statements and the opinion of independent accountants, (iv) all non-routine notices that were given by any Governmental Body to the Company or any Subsidiary in relation to the Plan in the past six years and (v) with respect to any Plan that is a pension plan, as defined in Section 3(3) of ERISA, that meets or purports to meet the requirements of Section 401(a) of the Code, the most recent determination or opinion letter issued by the U.S. Internal Revenue Service (“ IRS ”).

(b) Each of the Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS on which it can currently rely, and, to the Company’s Knowledge, no event has occurred or circumstance exists that could reasonably be expected to give rise to disqualification or loss of tax-exempt status of any such Plan or related trust. Neither the Company nor any Subsidiary has engaged in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code, and to the Company’s Knowledge, no “prohibited transaction,” within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Plan that, in either case, would result in a material liability to the Company under Section 406 of ERISA or Section 4975 of the Code.

(c) Each Plan is and for the past six years has been maintained, funded, operated and administered, and the Company and Subsidiaries have each performed all of their respective obligations under each Plan, in each case, in all material respects in accordance with the terms of such Plan and all applicable laws, including ERISA and the Code. Without limiting the foregoing, each Plan is in compliance in all material respects with the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act (collectively, the “ Healthcare Reform Law” ), to the extent applicable, and the operation of the Plans has not resulted in the incurrence of any penalty or tax to the Company or any Subsidiary pursuant to the Healthcare Reform Law. Blackhawk Specialty Tools - Angola, LDA does not sponsor, maintain or contribute to any employee benefit plan, program or arrangement.

(d) In the last six years, none of the Company, any Subsidiary or any ERISA Affiliate has established, maintained or contributed to, or had an obligation to maintain or contribute to, any (i) multiemployer plan as defined in Section 3(37)(A) of ERISA, (ii) pension plan subject to Title IV of ERISA, or (iii) defined benefit pension plan. Neither the Company nor any Subsidiary has any liability under Title IV of ERISA. No Plan is a multiple employer plan subject to ERISA. Neither the Company nor any Subsidiary provides for medical or life insurance benefits to retired or former employees (or their beneficiaries or dependents) of the Company or any Subsidiary (other than as required under Code Section 4980B, or similar state law).

- 31 -

(e) There are no pending audits or investigations by any Governmental Body involving any Plan, and no pending or, to the Company’s Knowledge, threatened claims (except for routine individual claims for benefits payable in the normal operation of the Plans), suits or proceedings involving any Plan or, to the Company’s Knowledge, any fiduciary thereof.

(f) All stock options granted by the Company or any Subsidiary were granted using an exercise price of not less than the fair market value of the underlying shares on the date of grant. The treatment of the Options described in Section 2.05 do not violate the terms of any Plan under which such Options have been granted or any award agreements governing the terms of such Options.

(g) Except as set forth on Schedule 3.12(g) or expressly permitted by this Agreement, the execution and performance of this Agreement and the transactions contemplated by this Agreement will not (i) result in any payment becoming due to any current or former employee, officer, director, or independent contractor of the Company or any Subsidiary, (ii) increase any amount of compensation or benefits otherwise payable under any Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any benefits under any Plan (except as provided in this Agreement), (iv) results in any deemed severance or good reason termination right, including under any contracts listed on Schedule 3.12(g) , or (v) require any contributions or payments to fund any obligations under any Plan.

(h) Neither the Company nor any Subsidiary has any contractual obligation to “gross up” or otherwise reimburse any individual because of the imposition of any Tax.

3.13. Insurance . Schedule 3.13 sets forth a true, accurate and complete list each material insurance policy maintained by the Company and its Subsidiaries. All such insurance policies are valid, binding, enforceable by the Company or its Subsidiaries, as applicable, and in full force and effect, and all premiums with respect thereto have been paid, and no notice of cancellation, termination or denial or material reduction of coverage or material premium increase has been received with respect to any such insurance policy. Neither the Company nor any of its Subsidiaries is in material breach or default under, nor has it taken any action or failed to take any action which, with notice or the lapse of time, or both, would constitute a material breach or default under, or permit cancellation, termination, denial or material reduction of coverage or material premium increase with respect to such policy, and to the Company’s Knowledge no insurer has threatened the same.

3.14. Compliance with Laws . Except as set forth on Schedule 3.14 or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary is, and at all times since its respective date of formation or organization has been, in compliance with all applicable laws and is not in default under or in violation of any applicable laws. Neither the Company nor any Company Subsidiary has received written notice from any Governmental Body of any material violation of any applicable law.

3.15. Environmental Compliance and Conditions . Except as set forth on Schedule 3.15 :

- 32 -

(a) The Company and its Subsidiaries are and for the past five years have been in material compliance with all applicable Environmental Laws, including the obligation to obtain and maintain all material Permits required under applicable Environmental Laws to operate at the Leased Real Property or other properties and to carry on their respective businesses as now conducted.

(b) None of the Company or any of its Subsidiaries have received any written notice from any Governmental Body or other third party asserting any actual or alleged violation of Environmental Laws, or any liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under Environmental Laws, the subject of which notice is unresolved.

(c) No claims or actions are pending or, to the Company’s Knowledge, threatened against the Company or its Subsidiaries with respect to their respective businesses or the Leased Real Property or other properties, alleging violations of or liability under Environmental Law.

(d) To the Company’s Knowledge, none of the Company or any of its Subsidiaries have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, generated, manufactured, distributed, or exposed any Person to or released any Hazardous Substance, or owned or operated any property or facility, in a manner that has been in material violation of or would reasonably be expected to give rise to material liability under Environmental Law.

(e) The Company has delivered to Parent accurate and complete copies of, (i) all material environmental reports, investigations and audits possessed by the Company or any of its Subsidiaries, produced during the past five years and relating to the Leased Real Property or other properties and facilities currently or previously owned, leased, operated or controlled by the Company or any of its Subsidiaries, and (ii) all material correspondence by and between the Company or any of its Subsidiaries and any Governmental Body or any third parties, dated within the past five years and relating to the Company’s and any of its Subsidiaries’ compliance with or liability under any Environmental Law.

3.16. Customers and Suppliers .

(a) Neither the Company nor any of its Subsidiaries has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended December 31, 2015 or the eight months ended August 31, 2016, was one of the 10 largest sources of revenues for the Company, based on amounts paid or payable (each, a “ Significant Customer ”), and, to the Company’s Knowledge, no Significant Customer is materially dissatisfied with the Company or any of its Subsidiaries. Each Significant Customer is listed on Schedule 3.16(a) . To the Company’s Knowledge, the Company has not received any information from any Significant Customer that such customer shall not continue as a customer of the Company or its Subsidiaries (or the Surviving Corporation or Parent and its Subsidiaries) after the

- 33 -

Closing or that such customer intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation) and its Subsidiaries.

(b) The Company has no outstanding material dispute concerning products and/or services provided by any supplier who, year ended December 31, 2015 or the eight months ended August 31, 2016, was one of the 10 largest suppliers of products and/or services to the Company, based on amounts paid or payable (each, a “ Significant Supplier ”), and, to the Company’s Knowledge, no Significant Supplier is materially dissatisfied with the Company or any of its Subsidiaries. Each Significant Supplier is listed on Schedule 3.16(b) . To the Company’s Knowledge, the Company has not received any information from any Significant Supplier that such supplier shall not continue as a supplier to the Company or its Subsidiaries (or the Surviving Corporation or Parent and its Subsidiaries) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Parent and its Subsidiaries). The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on its business.

3.17. Affiliated Transactions . Except as set forth on Schedule 3.17 , to the Company’s Knowledge, since January 1, 2014, no officer, director, controlling equityholder of the Company, its Subsidiaries or any Affiliate, or any individual in such officer’s, director’s or equityholder’s immediate family has been or is a party to any material contract or transaction with the Company or its Subsidiaries (other than any agreement or transaction which is not substantially less favorable to the Company or the relevant Subsidiary as would reasonably be expected to be obtained by the Company or the relevant Subsidiary at the time in a comparable arm’s-length transaction with a Person not affiliated with the Company) or has any material interest in any material property used by the Company or its Subsidiaries.

3.18. Employment and Labor Matters . Except as set forth on Schedule 3.18 , (a) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement with any labor union applicable to any employees of the Company or any of its Subsidiaries, and no such agreement is being negotiated by the Company or any of its Subsidiaries as of the date hereof, nor has the Company or any of its Subsidiaries experienced any strike or material labor dispute, claim of unfair labor practices, or other collective bargaining dispute within the past two years, (b) no labor strike, picketing, slowdown, lockout, other work stoppage, or other material labor dispute involving the Company or any of its Subsidiaries is pending, or to the Company’s Knowledge, threatened by any employee or any labor dispute, (c) to the Company’s Knowledge, no union is seeking to organize employees of the Company or any of its Subsidiaries for the purpose of collective bargaining, (d) for the past four years, to the Company’s Knowledge, each of the Company and its Subsidiaries has complied in all material respects with all applicable employment or labor-related legal requirements and regulations, including but not limited to those relating to discrimination, labor contracts, termination, wages, working hours, occupational safety and health, social insurance and housing fund contribution requirements, employee whistle-blowing, immigration, overtime classification, overtime compensation, employee privacy, family, medical and other leaves, employment practices, and classification of employees, temporary or contingent workers, consultants and independent contractors, (e) neither the Company nor any of its Subsidiaries has received any written notice

- 34 -

of any employment or labor-related charge, complaint, grievance, investigation, or inquiry pending or threatened in any forum, relating to an alleged violation or breach by the Company or any of the Subsidiaries (or its or their officers or directors) of any law, regulation or contract within the past four years, and (f) there are no material actions or proceedings pending or, to the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries by any of its or their employees.

3.19. Anti-Bribery; Sanctions .

(a) The Company has disclosed to Parent the identities, titles, and status of all Government Officials or their immediate family members known to it (within the meaning of Company Knowledge) who hold any direct or indirect ownership interest in any member of the Company Group; or who serve (or have in the previous five years served) as directors, officers, employees, agents, or representatives of the Company (each, an “ Associated Person ”).

(b) No Government Official who is or has been an Associated Person, is or was, to the Company’s Knowledge, in a position to influence, directly or indirectly, the business of the Company Group in their capacity as a Government Official, nor is the Company aware of any such Government Official having attempted to or actually done so (regardless of their position or capacity).

(c) To the Company’s Knowledge, the Company Group has not directly, or indirectly through an Associated Person or any other third-party, corruptly offered, authorized, or made, any payment, or any other thing of value, to any Government Official or anyone else acting for or on behalf of any Person with which the Company Group does business, in order to secure any improper advantage, or official action to assist the Company Group to obtain or retain business.

(d) To the Company’s Knowledge, any and all assets, contracts, licenses, permits or authorizations held by the Company Group have not been procured in violation of the Anti-Bribery Laws.

(e) To the Company’s Knowledge, any and all approvals, permissions or Permits sought or obtained by any member of the Company Group in anticipation or in connection with this Agreement or its subject matter, have not been procured in violation of the Anti-Bribery Laws.

(f) To the Company’s Knowledge, the Company Group is not currently under actual or threatened investigation, or not being audited, by the U.S. Government other Governmental Body, or any other judicial or investigative body; and the Company has disclosed to Parent all material information, including voluntary disclosures and reports, on any investigation, audit or review conducted of or by the Company Group related to compliance with the Anti-Bribery Laws export controls, sanctions, customs or anti-boycott rules. The Company Group has not received at any time any written or oral notice or other communication from any Governmental Body or any other Person regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Bribery Law.

- 35 -

(g) The Company Group has at all times prior to the Effective Time (i) kept books and records of the business that in all material respects accurately reflect the transactions and assets of the business, and (ii) maintained a system of internal accounting controls and policies and procedures which are designed to ensure that all expenditures are recorded accurately and in sufficient detail on the books and records of the business;

(h) The Company Group has designed and implemented an adequate anti-corruption compliance program and system of internal controls, designed to detect and prevent bribery by or on behalf of the Company Group.

(i) Neither the Company Group nor, to the Company’s knowledge, any Associated Person of the Company Group has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Group or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company Group has engaged in questionable accounting or auditing practices.

(j) The Company has disclosed to Parent (i) all third-parties retained in the last five years to promote any member of the Company Group and its products outside the United States, to generate business for any member of the Company Group outside the United States, or otherwise to represent any member of the Company Group before any third-parties outside the United States, including but not limited to any representation before any Government Officials or a Governmental Body; and (ii) all records of due diligence performed on the third-parties identified in the preceding clause (i) or on any joint venture, consortium or other partners with which Company Group currently works to obtain or execute business outside the United States.

(k) Neither the Company Group, nor to the Company’s Knowledge, any Associated Person is (i) identified on the list of Specially Designated Nationals or Blocked Persons published by the Office of Foreign Assets Control in the U.S. Treasury Department or any similar lists of restricted parties published by the U.S. Treasury Department, U.S. Commerce Department, U.S. State Department, United Nations, or European Union (collectively, “ Restricted Parties Lists ”); (ii) 50% or more owned, directly or indirectly, or otherwise controlled by one or more parties identified in a Restricted Parties List; (iii) incorporated or headquartered in, or organized under the laws of, a territory subject to comprehensive U.S. sanctions (currently, Cuba, Iran, North Korea, Sudan, Syria, or Crimea – collectively, “ Restricted Territories ”); (iv) owned or controlled by, or acting on behalf of, a party in a Restricted Territory; (v) an agent, department, or instrumentality of, beneficially owned by, controlled by, or acting on behalf of a government that is blocked under U.S. sanctions (currently, Cuba, Iran, North Korea, Sudan, or Syria); or (vi) otherwise blocked or subject to sanctions by any agency, department, government, or intergovernmental organization identified in (i) of this Section 3.19(k) .

- 36 -

(l) To the Company’s Knowledge, the Company Group has not over the past five years directly, or indirectly through an Associated Person or any other third-party exported, reexported, sold, resold, assigned, released, or otherwise transferred, whether in whole or in part, services, equipment, parts, technology or software in violation of U.S. laws or regulations related to export, import or sanctions, including the U.S. Export Administration Regulations and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. State Department.

3.20. No Additional Representations; Disclaimer . The Company acknowledges, covenants and agrees that it is relying on its own independent investigation and analysis in entering into this Agreement and consummating the transactions contemplated hereby. For itself and on behalf of the Stakeholders, the Company is knowledgeable about the industries in which Parent operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement. The representations and warranties expressly and specifically set forth in this ARTICLE III, as qualified by the Company Disclosure Schedules, constitute the sole and exclusive representations and warranties of the Company in connection with this Agreement and the transactions contemplated hereby. The Company also acknowledges the representations and warranties of Parent and Merger Sub in ARTICLE IV, as qualified by the Parent Disclosure Schedules, constitute the sole and exclusive representations and warranties of any kind of Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby and without in any manner limiting the other obligations, duties or covenants of the parties elsewhere in this Agreement, the Company expressly disclaims reliance upon any other representations or warranties of any kind or nature, expressed or implied (including any such relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of Parent or any of its Subsidiaries, the quality, quantity or condition of Parent or its Subsidiaries’ assets), other than in the case of intentional common law fraud or intentional misconduct related to the representations and warranties set forth in this Agreement. THE COMPANY HEREBY COVENANTS AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV, (X) NONE OF THE PARENT OR MERGER SUB OR OTHER PERSON (INCLUDING ANY STAKEHOLDER, EQUITYHOLDER, MANAGER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE OR AGENT THEREOF, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) HAS MADE OR IS MAKING, AND THE COMPANY HAS NOT RELIED ON OR IS RELYING ON, ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER NOT SET FORTH HEREIN, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING PARENT OR ANY OF ITS RESPECTIVE SUBSIDIARIES, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN IN THE CASE OF INTENTIONAL COMMON LAW FRAUD OR INTENTIONAL MISCONDUCT RELATED TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.

3.21. Brokerage . Except as set forth on Schedule 3.21 , neither the Company nor any of its Subsidiaries is liable for any fees or expenses of any investment banker, broker, finder, majority Stockholder or similar party in connection with the origin, negotiation or execution of

- 37 -

this Agreement or in connection with the Merger or any other transaction contemplated by this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub each represent and warrant to the Company as follows in each case except as set forth in the Disclosure Schedules:

4.01. Organization and Power . Parent is a public limited liability company duly organized, validly existing and in good standing under the laws of the Netherlands. Merger Sub is a limited liability company duly incorporated, validly existing and in good standing under the laws of Delaware. Each of Parent and Merger Sub have all requisite corporate power and authority and all Permits necessary to own and operate and/or lease their respective properties and to carry on their businesses as now conducted, except where the failure to hold such Permits would not, individually or in the aggregate, have a Parent Material Adverse Effect. Each of Parent and Merger Sub is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires Parent or Merger Sub to qualify, except where such failure to be so qualified would not, individually or in the aggregate, have a Parent Material Adverse Effect.

4.02. Capitalization . The authorized capital of Parent as of the date hereof consists of 798,096,080 shares of which there are authorized (i) 745,120,000 shares of common stock, €0.01 nominal value per share and (ii) 52,976,000 shares of Series A convertible preferred stock, €0.01 nominal value per share. As of the date hereof, there are issued 210,281,153 shares of common stock, of which there are issued and outstanding 209,543,543 shares and 741,610 shares held in treasury. There are no shares of Series A convertible preferred stock issued and outstanding. All of the issued and outstanding shares of Parent have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in Schedule 4.02 , Parent does not have any other equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by Parent. Except as set forth on Schedule 4.02 , there are no outstanding (a) membership interests, shares of capital stock or other equity interests or voting securities of Parent, (b) securities convertible or exchangeable into equity interests of Parent, (c) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that require Parent to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity interests of Parent or (d) stock appreciation, phantom stock, profit participation or similar rights with respect to Parent. No dividends on the Parent Shares have been declared or have accrued, other than the current quarterly cash dividend on Parent Shares of $0.075 per share.

4.03. Authorization; Valid and Binding Agreement; No Breach .

(a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby

- 38 -

have been duly and validly authorized by all requisite action on the part of each of Parent and Merger Sub, and except for the applicable requirements of the HSR Act and as set forth in Schedule 1.06(a) , no other proceedings on either of Parent or Merger Sub’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity.

(b) Except for the applicable requirements of the NYSE, the SEC and, solely with respect to clause (ii), the HSR Act as set forth in Schedule 1.06(a) , and as required under Dutch law, neither Parent nor Merger Sub is (i) subject to or obligated, to the extent applicable, under its governing documents, any applicable law, or rule or regulation of any Governmental Body, or any material contract, agreement or instrument, or any license, franchise or Permit, or any order, writ, injunction, judgment or decree, which if breached or violated, would have a Parent Material Adverse Effect, (ii) required to submit any notice, report or other filing with any Governmental Body in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby and (iii) is required to obtain any material consent, approval or authorization of any Governmental Body or any other party or Person in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

4.04. Reporting Compliance .

(a) Shares of the Parent Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of Parent, and Parent is in compliance in all material respects with applicable requirements under the Exchange Act.

(b) Parent is in compliance in all material respects with the requirements of the NYSE for continued listing of shares of the Parent Common Stock thereon. Parent has not taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Parent Shares under the Exchange Act or the listing of such shares on the NYSE.

(c) Trading in shares of the Parent Common Stock on the NYSE is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of Parent is pending or, to the knowledge of Parent, threatened. To the knowledge of Parent, as of the date of this Agreement, except to the extent set forth in Schedule 4.04(c) or in the Parent Public Disclosure Record, no inquiry, review or investigation (formal or informal) of Parent by any securities commission or similar regulatory authority under the Exchange Act, the Securities Act, or the NYSE is in effect or ongoing or expected to be implemented or undertaken.

- 39 -

(d) Except as set forth above in this Section 4.04 , neither Parent nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under the Exchange Act.

(e) Parent has timely filed all forms, reports, statements and documents required to be filed by Parent under the Exchange Act and the rules and, where applicable, the policies of the NYSE. The documents in the Parent Public Disclosure Record (after giving effect to all amendments thereto), as at the respective dates filed, were prepared in all material respects in accordance with the requirements of the Exchange Act and, where applicable, the rules and policies of the NYSE.

(f) None of the documents in the Parent Public Disclosure Record, as of their respective filing dates (and, if amended or superseded by a filing or disclosure made prior to the date hereof, then on the date of such filing or disclosure), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g) Parent is eligible to use Form S-3 to register the resale of the Merger Consideration Shares for sale as contemplated by the Registration Rights Agreement.

4.05. Financial Statements . Schedule 4.05 consists of: (i) Parent’s unaudited consolidated balance sheet as of June 30, 2016 (the “ Latest Parent Balance Sheet ”) and the related statement of income for the six-month period then ended and (ii) Parent’s audited consolidated balance sheet and statements of income and cash flows for the fiscal year ended December 31, 2015 (all such financial statements referred to in (i) and (ii), the “ Parent Financial Statements ”). The Parent Financial Statements comply, as applicable, in all material respects with Regulation S-X and present fairly in all material respects the financial condition and results of operations of Parent and its consolidated Subsidiaries (taken as a whole) at the dates and for the periods indicated and the statements of operations, shareholders’ equity and cash flows of Parent and its consolidated Subsidiaries for the periods specified included therein were all prepared in conformity with GAAP (subject, the case of interim statements, to normal year end audit adjustments).

4.06. Absence of Certain Developments . Except to the extent set forth in the Parent Public Disclosure Record and since the date of the Latest Parent Balance Sheet, there has not occurred any event, occurrence or development that has had, or would be reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except to the extent set forth in Schedule 4.06 , the Parent Public Disclosure Record or as contemplated by this Agreement, since the date of the Latest Parent Balance Sheet, neither Parent nor any of its Subsidiaries has conducted its business in any material manner other than in the ordinary course of business consistent with past practice.

4.07. Litigation . Except to the extent set forth in the Parent Public Disclosure Record, as of the date hereof, there are no actions or proceedings pending or, to Parent’s knowledge, threatened in writing against Parent or any of its Subsidiaries before or by any Governmental

- 40 -

Body, which, if determined adversely to Parent or any of its Subsidiaries (as applicable), would have a Parent Material Adverse Effect.

4.08. Compliance with Laws . Except to the extent set forth in the Parent Public Disclosure Record, to Parent’s knowledge, Parent and each of its Subsidiaries are in compliance with all applicable laws and regulations of a Governmental Body, except where the failure to comply would have a Parent Material Adverse Effect.

4.09. Brokerage . Except as set forth on Schedule 4.09 , neither Parent nor Merger Sub is liable for any fees or expenses of any investment banker, broker, finder or similar party in connection with the origin, negotiation or execution of this Agreement or in connection with the Merger or any other transaction contemplated by this Agreement.

4.10. WARN Act and Mass Layoffs . Neither Parent nor Merger Sub currently plans or contemplates any reduction in force or terminations of employees of the Company or its Subsidiaries that would trigger obligations under the WARN Act.

4.11. Anti-Bribery; Sanctions . Except to the extent set forth in the Parent Public Disclosure Record: (i) to Parent’s knowledge Parent Group is not currently under investigation, or being audited, by the U.S. Government other Governmental Body, or judicial or investigative body related to compliance with the Anti-Bribery Laws export controls, sanctions, customs or anti-boycott rules; and (ii) Parent Group has not received at any time any written or oral notice or other communication from any Governmental Body regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Bribery Law.

4.12. No Additional Representations; Disclaimer . Each of Parent and Merger Sub acknowledges, covenants and agrees that it is relying on its own independent investigation and analysis in entering into this Agreement and consummating the transactions contemplated hereby. Each of Parent and Merger Sub is knowledgeable about the industries in which the Company and its Subsidiaries operate and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. The representations and warranties expressly and specifically set forth in this ARTICLE IV as qualified by the Parent Disclosure Schedules, constitute the sole and exclusive representations and warranties of Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby. Parent and Merger Sub also acknowledge that the representations and warranties set forth in ARTICLE III, as qualified by the Company Disclosure Schedules, constitute the sole and exclusive representations and warranties of any kind of the Company in connection with this Agreement and the transactions contemplated hereby and without in any manner limiting the other obligations, duties or covenants of the parties elsewhere in this Agreement, each of Parent and Merger Sub expressly disclaim reliance upon any other representations or warranties of any kind or nature, expressed or implied (including any such relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company or any of its Subsidiaries, the quality, quantity or condition of the Company or its Subsidiaries’ assets), other than in the case of intentional common law fraud or intentional misconduct related to the representations and warranties set forth in this Agreement. PARENT AND MERGER SUB HEREBY COVENANT AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET

- 41 -

FORTH IN ARTICLE III, AS QUALIFIED BY THE DISCLOSURE SCHEDULES, (X) NONE OF THE COMPANY OR OTHER PERSON (INCLUDING ANY STAKEHOLDER, EQUITYHOLDER, MANAGER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE OR AGENT THEREOF, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) HAS MADE OR IS MAKING, AND NONE OF THE PARENT OR MERGER SUB HAS RELIED ON OR IS RELYING ON, ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER NOT SET FORTH HEREIN, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY OR ANY OF ITS RESPECTIVE SUBSIDIARIES, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN IN THE CASE OF INTENTIONAL COMMON LAW FRAUD OR INTENTIONAL MISCONDUCT RELATED TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.

ARTICLE V

COVENANTS OF THE COMPANY

5.01. Conduct of the Business . From the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.01 , except as set forth on Schedule 5.01 , otherwise expressly required by this Agreement or consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company will (and will cause its Subsidiaries to):

(a) use commercially reasonable best efforts to conduct the businesses of the Company and the businesses of its Subsidiaries in the ordinary course of business and consistent with past practice;

(b) not change any material Tax election of or with respect to the Company or any Subsidiary, change any material Tax accounting method of the Company or any Subsidiary, or consent to the extension of any waiver of the limitation period applicable to any material Tax claim or assessment with respect to the Company or any Subsidiary, take any other material action outside the ordinary course of the business with respect to Tax matters of the Company or any Subsidiary, or settle or compromise any material Tax claim or assessment with respect to the Company or any Subsidiary, in each case if such action would reasonably be expected to have the effect of increasing the Tax liability of the Company or such Subsidiary in a taxable period ending after the Closing Date;

(c) not issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any of the capital stock of the Company or its Subsidiaries, or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other contracts of any character obligating it to issue any such shares or other convertible securities;

(d) not take any action which, if taken, would be required to be disclosed on Schedule 3.06 pursuant to Section 3.06 ; or

- 42 -

(e) take or agree in writing or otherwise to take, any of the actions described in clauses (a) through (d).

5.02. Regulatory Filings; Securities Exemptions .

(a) The Company and its Subsidiaries will make or cause to be made all filings and submissions under any material laws or regulations applicable to the Company and its Subsidiaries for the consummation of the transactions contemplated herein that are required by Section 1.06(a) . The Company and its Subsidiaries will coordinate and cooperate with Parent and Merger Sub in exchanging such information and providing such assistance as Parent may reasonably request in connection with the foregoing.

(b) The parties agree to use all reasonable efforts to issue the shares of Parent Common Stock in a transaction exempt from registration under the Securities Act in compliance with Rule 506 of Regulation D promulgated thereunder. Without limiting the generality of the foregoing, (i) each of the Stockholders will have provided Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of applicable exemptions from the registration requirements of the Securities Act or state “blue sky” laws, (ii) the Company will have secured the services of a Purchaser Representative reasonably satisfactory to the Purchaser to advise those Stockholders who are not Accredited Investors in connection with this Agreement and the transactions contemplated hereby, (iii) such Purchaser Representative will have completed and delivered to Parent a purchaser representative questionnaire in a form reasonably satisfactory to Parent, and (iv) the Company will use commercially reasonable best efforts to deliver, or cause to be delivered, to Stockholders such information as may be required or appropriate to be given to Stockholders pursuant to the DGCL or Rule 506 of Regulation D.

5.03. Conditions . The Company will use commercially reasonable best efforts to cause the conditions set forth in Section 1.06(a) and Section 1.07 to be satisfied and to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction of the conditions set forth in Section 1.06 and Section 1.07 (other than those to be satisfied at the Closing).

5.04. Exclusive Dealing . During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement pursuant to Section 7.01 , neither the Company nor the Stakeholder Representative will, and each will cause their respective Subsidiaries and Affiliates not to, directly or indirectly, (i) enter into, continue or otherwise participate in any discussions or negotiations, (ii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other contract or (iii) propose, whether publicly or to any director or stockholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussion or negotiation, in each case relating to any business combination transaction involving the Company or its Subsidiaries or their respective assets or its shares, and will cease any discussions with other parties in relation to any of the foregoing.

- 43 -

5.05. Consents; Indebtedness and Payoff Letters . The Company shall deliver or cause to be delivered to Parent a copy of payoff letters from applicable creditors with respect to the payoff amounts of the Indebtedness identified on Schedule 3.06(e) , in form and substance reasonable satisfactory to Parent (“ Payoff Letters ”) no later than three Business Days prior to the Closing Date, and shall make arrangements for the payment thereof and release of all Liens and other security over the properties and assets of the Company and its Subsidiaries securing all such obligations (subject to delivery of funds as arranged by Parent as contemplated by Section 1.05(e) ) on or prior to Closing. The Company shall deliver drafts of the Payoff Letters to Parent at least three Business Days prior to the Closing Date. The Company shall use commercially reasonable best efforts to file (or cause to be filed) as of the Closing Date such UCC-2 or UCC-3 termination statements, as applicable, with respect to each UCC-1 financing statement filed by any Person in order to perfect security interests in assets of the Company or its Subsidiaries (other than with respect to Permitted Liens).

5.06. Litigation . The Company will (i) notify Parent in writing promptly after learning of any material action, suit, arbitration, mediation, proceeding, claim, or investigation by or before any Governmental Body or arbitrator initiated by or against it, or known by the Company to be threatened against the Company or any of its directors, officers, employees or Stakeholders in their capacity as such (a “ New Litigation Claim ”), (ii) notify Parent of ongoing material developments in any New Litigation Claim and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim.

5.07. Employees . The Company shall use commercially reasonable efforts to assist Parent in identifying employees of the Company to whom Parent may elect to offer continued employment with the Surviving Corporation, or Parent. With respect to any employee of the Company who receives an offer of employment, the Company shall assist Parent with its efforts to enter into an offer letter with such employee. Notwithstanding any of the foregoing, neither Parent nor Merger Sub (including the Surviving Corporation) shall have any obligation to make an offer of employment to any employee of the Company. In addition, the Company will use commercially reasonable efforts to obtain and deliver to Parent, prior to Closing, releases substantially in the form attached hereto as Exhibit A-2 from each of the employees identified on Schedule 5.07 . Parent will provide to the Company the proposed compensation and benefits packages to be offered by Parent and/or the Surviving Corporation, as applicable, prior to the distribution of any such release to the employees identified on Schedule 5.07 .

5.08. Section 280G Approval . In no event later than five business days prior to the Closing Date, following receipt of a waiver from any disqualified individual (as defined in Section 280G(c) of the Code) (waiving such individual’s right, if the requisite Stockholder vote is not obtained, to that portion of any payments or benefits that constitute “parachute payments” (as defined in Section 280G(b)(2) of the Code) such that no remaining payments and benefits to which he or she may otherwise be entitled would be deemed “excess parachute payments” (as defined in Section 280G(b)(1) of the Code))), the Company will submit to a Stockholder vote (in compliance with Section 280G(b)(5)(B) of the Code and regulations thereunder) the right of any individual who is or would reasonably be expected to be, as of the Closing Date, a “disqualified individual” to receive payments and benefits that would reasonably be expected to be deemed a “parachute payment”, in a manner reasonably designed to cause the payments and benefits that would otherwise constitute a “parachute payment” to be exempt from the definition of

- 44 -

“parachute payment” by reason of the exemption provided under Section 280G(b)(5)(B) of the Code. Prior to delivery to the stockholders and disqualified individuals of documents in connection with the stockholder vote contemplated under this paragraph, the Company will provide the Parent and its counsel (a) its 280G calculations along with the assumptions used to make the calculations, and (b) a reasonable opportunity to review such information and comment on all documents to be delivered to the stockholders and disqualified individuals in connection with the vote.

5.09. Access to Books and Records . During the period commencing on the date hereof and continuing until the earlier of the termination of this Agreement and the Closing, the Company shall, and will cause its Subsidiaries to, provide the Parent and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the relevant personnel, books and records of the Company and its Subsidiaries.

5.10. Environmental Matters . The Company covenants and agrees to use commercially reasonable efforts to undertake and complete all actions necessary to abate and correct the issues identified in Schedule 5.10 prior to the Closing Date. Such actions will include those required to return the designated facility operations to compliance with applicable Environmental Laws for the continued conduct of the business of the Company and its Subsidiaries as presently conducted and without otherwise imposing any material new limitations on the business of the Company and its Subsidiaries not already contained in existing Permits.

5.11. Contract Termination . The Company covenants and agrees to, promptly following the date hereof, (i) provide written notice of termination, with respect to each contract set forth in Schedule 5.11 and (ii) suspend all services or activities and not take action or enter into any arrangements under each contract set forth on Schedule 5.11 .

ARTICLE VI

COVENANTS OF PARENT AND MERGER SUB

6.01. Access to Books and Records . From and after the Closing, Parent will cause the Surviving Corporation and its Subsidiaries to provide the Stakeholder Representative and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the relevant personnel, books and records of the Surviving Corporation and its Subsidiaries with respect to periods or occurrences prior to or on the Closing Date in connection with any matter arising out of this Agreement or the transactions contemplated hereby. For a period of six years following the Closing Date, unless otherwise consented to in writing by the Stakeholder Representative (which consent may not be unreasonably withheld, conditioned or delayed), Parent will not, and will not permit the Surviving Corporation or its Subsidiaries to destroy, alter or otherwise dispose of any of the books and records of the Surviving Corporation or its Subsidiaries that would reasonably be expected to adversely affect the rights and obligations of the Stakeholders, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior notice to the Stakeholder Representative and offering to provide to the Stakeholder Representative copies of such books and records or such portions thereof.

- 45 -

6.02. Director and Officer Liability and Indemnification.

(a) For a period of six years after the Closing Date, Parent will not, and will not permit the Surviving Corporation or any of its Subsidiaries to, amend, repeal or modify in any adverse manner any provision in the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation, bylaws or other equivalent governing documents, or in any agreement between the Surviving Corporation or any of its Subsidiaries and any D&O Indemnified Person, in each case in place at the Closing, relating to the exculpation, indemnification or advancement of expenses of any Person who at any time prior to or on the Closing is or was an officer, director or direct or indirect equityholder of the Surviving Corporation or any of its Subsidiaries (each, a “ D&O Indemnified Person ”) (unless expressly required by applicable law), it being the intent of the parties that the D&O Indemnified Persons will continue to be entitled to all pre-existing rights to exculpation, indemnification and advancement of expenses to the full extent of the law. Notwithstanding anything to the contrary contained in this Section 6.02 , none of the D&O Indemnified Persons shall be entitled to make a claim for indemnification or contribution against the Surviving Corporation or any of its Subsidiaries after the Closing solely by reason of the fact that such D&O Indemnified Person was an officer or director of the Surviving Corporation or any of its Subsidiaries with respect to any indemnification claim brought by a Parent Indemnitee under this Agreement.

(b) At the Closing, Parent will, or will cause the Surviving Corporation and its Subsidiaries to, at Parent’s expense in an amount not to exceed $85,000, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries (with respect to acts or omissions existing or occurring at or prior to the Closing Date) with a coverage period of six years from the Closing Date from an insurance carrier or carriers with the same or better credit rating as the Surviving Corporation’s and its Subsidiaries’ current insurance carrier or carriers with respect to directors’ and officers’ liability insurance and employment practices liability insurance, in each case in an amount and scope of coverage at least as favorable as the Surviving Corporation’s and its Subsidiaries’ existing policies. Parent will not, and will cause the Surviving Corporation and its Subsidiaries to not, cancel or change such insurance policies in any material respect to the detriment of such D&O Indemnified Persons. Parent will make available to the Stakeholder Representative and any D&O Indemnified Person, upon request, proof of compliance with this Section 6.02(b) .

(c) Parent hereby acknowledges (on behalf of itself and its respective Affiliates, including the Surviving Corporation and its Subsidiaries from and after the Closing) that the D&O Indemnified Persons may have certain rights to indemnification, advancement of expenses and insurance provided by current direct or indirect equityholders, members, or other Affiliates or representatives of the Stakeholder Representative, the Company or their respective direct or indirect equityholders (“ Indemnitee Affiliates ”) separate from the obligations of Parent and the Surviving Corporation and its Subsidiaries hereunder. The parties hereby agree that, from and after the Closing (i) Parent and the Surviving Corporation and its Subsidiaries are and shall be

- 46 -

the indemnitors of first resort (i.e., their obligations to the D&O Indemnified Persons are and shall be primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification or insurance are and shall be secondary), and (ii) the parties (on behalf of themselves and their respective Affiliates) irrevocably waive, relinquish and release the Indemnitee Affiliates from any and all claims against or liability of the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(d) In the event that all or substantially all of the equity or assets of the Surviving Corporation or any of its Subsidiaries are directly or indirectly sold or otherwise conveyed, whether in one transaction or a series of transactions, including by merger or consolidation of the Surviving Corporation or any of its Subsidiaries with or into any other Person, or by any other manner, then Parent, the Surviving Corporation and its Subsidiaries will, in each such case, ensure that the acquirors, successors and permitted assigns of the Surviving Corporation and its Subsidiaries, as applicable, assume the obligations set forth in this Section 6.02(d) or otherwise provide substantially equivalent benefits. The provisions of this Section 6.02(d) will apply to all of the successors and permitted assigns of the Surviving Corporation and its Subsidiaries.

6.03. Regulatory Filings; Securities Exemption .

(a) Parent will, as soon as practicable after the date hereof, make or cause to be made all filings and submissions not already made under any laws or regulations applicable to Parent and its Affiliates for the consummation of the transactions contemplated herein. Parent will coordinate and cooperate with the Company in the making of such filings and exchanging such information and providing such assistance as the Company may reasonably request in connection with the foregoing.

(b) Parent will use reasonable best efforts to promptly comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Body in connection with the transactions contemplated hereby. Parent agrees to avoid or eliminate each and every impediment under any law or regulation that may be asserted by any Governmental Body so as to enable the parties to expeditiously consummate the Closing and the transactions contemplated hereby as soon as practicable, including but not limited to (i) opposing any motion, application or action or other proceeding for a temporary, preliminary or permanent injunction or order against or preventing, restraining or delaying the consummation of the Closing or the transactions contemplated hereby and (ii) entering into any agreement, consent decree or other commitment requiring the Parent and its Affiliates and/or the Surviving Company to divest (including through the granting of any license rights) or hold separate any assets or agreeing to such limitations on the conduct or actions of Parent, its Affiliates and the Surviving Corporation as may be required by any Governmental Body, in each case unless taking of such action would or would reasonably be likely to (A) materially and adversely affect the benefits reasonably expected to be obtained in the Merger by Parent or (B) materially and adversely affect Parent’s consolidated results of operations, after completion of the Merger.

- 47 -

(c) Parent will not, and will not permit any of its Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation or other transaction (or series of transactions) could reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any Permits, orders or other approvals of any Governmental Body necessary to consummate the Closing and the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Body entering an order or judgment prohibiting the consummation of the transactions contemplated hereby, (iii) increase the risk of not being able to remove any such order or judgment on appeal or otherwise, or (iv) delay or prevent the consummation of the Closing and the transactions contemplated hereby.

(d) Parent will keep the Company apprised of the status of all filings and submissions referred to in Section 6.03(a) above, including promptly furnishing the Company with copies of notices or other communications sent or received by Parent or its Affiliates (or their respective representatives) in connection therewith, subject to applicable confidentiality restrictions. Unless prohibited by applicable law or any Governmental Body, Parent will give reasonable notice to the Company and permit the Company to participate in any meeting with any Governmental Body.

(e) Parent agrees to use all reasonable efforts to issue the shares of Parent Common Stock in a transaction exempt from registration under the Securities Act in compliance with Rule 506 of Regulation D promulgated thereunder. Without limiting the generality of the foregoing, Parent will use commercially reasonable best efforts to deliver, or cause to be delivered, to Stockholders such information as may be required or appropriate to be given to Stockholders by Parent pursuant to Rule 506 of Regulation D.

6.04. Conditions . Parent will use reasonable best efforts to cause the conditions set forth in Section 1.06(a) and Section 1.08 to be satisfied and to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction of the conditions set forth in Section 1.06 and Section 1.08 (other than those to be satisfied at the Closing).

6.05. Contact with Employees, Customers, Suppliers and Other Business Relations . Except as required by Section 5.07 or as agreed between the parties prior to the date hereof, until the Closing, each of Parent, Merger Sub and their respective Representatives will contact and communicate with the employees, customers, suppliers and other business relations of the Company and its Subsidiaries in connection with this Agreement and the transactions contemplated hereby only after prior consultation with and written approval of the Company (which shall not be unreasonably withheld, conditioned or delayed).

6.06. Issuance of Parent Shares . The issuance and delivery of the shares of Parent Common Stock in accordance with this Agreement have been duly authorized by all necessary corporate action on the part of Parent and, when issued as contemplated hereby, such shares of Parent Common Stock shall be duly and validly issued and fully paid-up (including for purposes

- 48 -

of Dutch dividend withholding tax). The fair market value of the Company shall be recognized as paid-up capital ( gestort kapitaal ) on the Merger Consideration Shares for Dutch dividend withholding tax purposes. Such shares of Parent Common Stock, when so issued and delivered in accordance with the provisions of this Agreement, shall be free and clear of all Liens and will not have been issued in violation of applicable laws, their respective properties or any preemptive rights or rights of first refusal or similar rights.

6.07. Section 16 Matters . Prior to the Effective Time, Parent shall take all such steps as may be reasonably necessary to cause any acquisitions of Parent Common Stock resulting from the transactions contemplated by this Agreement by each Person who will become subject to the reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

ARTICLE VII

TERMINATION

7.01. Termination . This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of the Company and Parent;

(b) by Parent, if there has been a material breach by the Company of any covenant, agreement, representation or warranty contained in this Agreement that has prevented the satisfaction of any condition to the obligations of Parent or Merger Sub at the Closing and such breach has not been waived by Parent or cured by the Company within 10 days after written notice thereof from Parent; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.01(b) if either Parent or Merger Sub is then in material violation or breach of any of its covenants, agreements, representations or warranties set forth in this Agreement;

(c) by the Company, if there has been a material breach by either Parent or Merger Sub of any covenant, agreement, representation or warranty contained in this Agreement that has prevented the satisfaction of any condition to the obligations of the Company at the Closing and such breach has not been waived by the Company or cured by Parent or Merger Sub, as applicable, within 10 days after written notice thereof by the Company; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.01(c) if the Company is then in material violation or breach of any of its covenants, agreements, representations or warranties set forth in this Agreement;

(d) by either Parent or the Company if the Closing has not been consummated by 5:00 p.m. (New York time) on the date that is 60 days after the date hereof, provided that if on such date the condition set forth in Section 1.06(a) has not been satisfied, then on the date that is 150 days after the date hereof (the “ Outside Closing Date ”). Notwithstanding the preceding, neither Parent nor the Company will be entitled to terminate this Agreement pursuant to this Section 7.01(d) if such Person’s material breach of any of its covenants, agreements, representations or warranties set forth in this Agreement has prevented the consummation of the Closing, and Parent will not be

- 49 -

entitled to terminate this Agreement pursuant to this Section 7.01(d) if the condition set forth in Section 1.06(a) has not been satisfied;

(e) by Parent, if a Company Material Adverse Effect has occurred; or

(f) by either Parent or the Company, if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the Merger shall have become final and nonappealable.

7.02. Effect of Termination . In the event of the termination of this Agreement by either Parent or the Company in accordance with ARTICLE VII , this Agreement will immediately become void and of no further force or effect, and neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will have any liability or obligation to one another (other than in accordance with this Section 7.02 and ARTICLE XII (and ARTICLE XI as applicable) that survive the termination of this Agreement; provided, however, that (i) the Confidentiality Agreement, dated April 14, 2016, between the Company and Frank’s International, LLC (the “ Confidentiality Agreement ”) will survive the termination of this Agreement for a period of two years following the date of such termination and (ii) termination of this Agreement pursuant to ‎ Section 7.01 shall not release any party hereto from any liability for any willful breach by a party of this Agreement (including, for the avoidance of doubt, any such willful breach prior to the termination of this Agreement) or for its intentional fraud or intentional misconduct related to the subject matter of any of the representations and warranties in ARTICLE III or ARTICLE IV , as applicable, of this Agreement. Nothing in this ARTICLE VII will be deemed to impair the right of any party to compel specific performance by another party of its obligations under this Agreement.

ARTICLE VIII

INDEMNIFICATION

8.01. Survival . The parties agree that the representations and warranties contained in ARTICLE III and ARTICLE IV and in any certificate delivered pursuant hereto shall survive the Closing until the date that is 12 months after the Closing Date (the “ Survival Period Termination Date ”), other than the representations contained in Sections 3.01 (Organization and Power), 3.03(a) (Authorization), 4.01 (“ Organization and Power ”) and 4.03(a) (“ Authorization ”) (the “ Fundamental Representations ”), which shall survive until the expiration of all applicable statutes of limitations, including any extensions or waivers thereof. All covenants and agreements in this Agreement shall expressly survive the Closing in accordance with their respective terms. No claim for a breach of any representation or warranty or covenant or agreement may be brought after the applicable survival date set forth in this Section 8.01 . In the event any Indemnified Party (as defined below) wishes to make a claim for indemnification under this ARTICLE VIII, the Indemnified Party will give written notice of such claim to each Responsible Party (as defined below), with all notices being given prior to the end of any applicable survival date set forth in this Section 8.01 . Any such notice must describe the breach or inaccuracy and other known material facts and circumstances upon which such claim is based (if known), in each case, in reasonable detail in light of the facts then known to the Indemnified Party and will indicate the estimated amount, if known or reasonably practicable, of the Loss that

- 50 -

has been or is reasonably expected to be sustained by the Indemnified Party (in each case, a “ Notice of Claim ”); provided, that no defect in the information contained in such notice from the Indemnified Party to any Responsible Party will relieve such Responsible Party from any obligation under this ARTICLE VIII, except to the extent such failure to include information actually and materially prejudices such Responsible Party (but in such event only to the extent of such prejudice). The parties agree that the foregoing shall not limit the liability of any party in the case of its intentional common law fraud or intentional misconduct related to the representations, warranties or covenants contained herein.

8.02. General Indemnification .

(a) Subject to the other provisions of this ARTICLE VIII, after the Closing, the Stakeholders shall, pro rata in accordance with each such Stakeholder’s Percentage Interest, severally, and not jointly with respect to any Loss, indemnify, defend and hold Parent, Merger Sub, Surviving Corporation and their respective Subsidiaries, officers, directors, employees, managers, members, partners, Affiliates and agents (each a “ Parent Indemnitee ”) harmless from and against (i) any and all damages, losses, liabilities, obligations, Taxes, demands or claims of any kind, deficiencies, costs, interest, expenses, awards, judgments and penalties (each a “ Loss ”) suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of any (x) breach of any representation or warranty (A) contained in ARTICLE III or (B) in any certificate delivered by the Company to Parent or Merger Sub pursuant to this Agreement, (y) any breach by the Company of any of the covenants or agreements contained herein which are to be performed by the Company, its Subsidiaries or Affiliates on or before the Closing Date or (z) a determination by a Taxing Authority, following a payment by the Parent to the Stakeholders pursuant to Section 10.01(b)(1) , that a Tax Refund is less than the amount so paid by the Parent (provided that the obligation in this clause (z) shall survive until the Survival Period Termination Date), (ii) Losses suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of any Agreed Indemnifiable Event and any Resolution thereof and (iii) breach by Stakeholder Representative or any of its officers, directors, employees, managers, members, partners, Affiliates and agents of any of the covenants or agreements contained herein which are to be performed by the Stakeholder Representative, whether on, before or after the Closing Date.

(b) Subject to the other provisions of this ARTICLE VIII, after the Closing, Parent and the Surviving Corporation, jointly and severally, shall indemnify, defend and hold each of the Stakeholders and their respective officers, directors, employees, managers, members, partners, Affiliates and agents (each a “ Seller Indemnitee ”) harmless from and against any Losses suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of (i) any breach of any representation or warranty (A) contained in ARTICLE IV or (B) in any certificate delivered by Parent or Merger Sub to the Company pursuant to this Agreement and (ii) any breach by Parent or Merger Sub of any of the covenants or agreements contained herein which are to be performed by Parent or Merger Sub, whether on, before or after the Closing Date.

8.03. Third Party Claims .

- 51 -

(a) If a claim, action, suit or proceeding by a Person who is not a Party or an Affiliate thereof (a “ Third Party Claim ”) is made against any Person entitled to indemnification pursuant to Section 8.02 (an “ Indemnified Party ”), and if such Person intends to seek indemnity with respect thereto under this ARTICLE VIII, such Indemnified Party shall promptly give a Notice of Claim to the Party obligated to indemnify such Indemnified Party (such notified Party, the “ Responsible Party ”); provided that the failure to give such Notice of Claim shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. The Responsible Party shall have the right to assume the control of and conduct, through counsel reasonably acceptable to the Indemnified Party and at the expense of the Responsible Party, the settlement or defense of such Third Party Claim; provided, that the Responsible Party has acknowledged to the Indemnified Party in writing its obligation to indemnify the Indemnified Party with respect to such Third Party Claim; provided further, that the Responsible Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. The Indemnified Party may thereafter participate in the defense of any such Third Party Claim with its own counsel at its own expense. Notwithstanding the foregoing, the Responsible Party shall have no right to assume the defense of, or otherwise defend, compromise, settle or control in any respect, a Third Party Claim if (i) such Third Party Claim relates to or arises in connection with any criminal proceeding or allegation involving, whether directly or indirectly, the Indemnified Party, (ii) such Third Party Claim relates to or arises in connection with any non-criminal proceeding by a Governmental Body that would reasonably be expected to materially and adversely affect the operations or conduct of Parent, its Subsidiaries and its Affiliates (including the Surviving Company) taken as a whole, unless such claim involves the former directors of the Surviving Corporation, in which case Stakeholder Representative may solely control the defense of any such Third Party Claim relating to such director with its own counsel at its own expense, but not any other aspects of such Third Party Claim, (iii) such Third Party Claim would reasonably be expected to result in the granting of an injunction or equitable relief against any Indemnified Party, when if granted, would impede the business or a key asset of Parent or any of its Subsidiaries in any material respect; (iv) the Indemnifying Party failed or is failing to vigorously defend such Third Party Claim, (v) the Responsible Party reasonably believes that the Losses relating to such Third Party Claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this ARTICLE VIII, (vi) the Third Party Claim involves a claim of infringement, misuse, or misappropriation of any Intellectual Property; provided, however, Stakeholder Representative may participate in the defense of such claim at its sole cost and expense and Parent may not settle or compromise such claim without Stakeholder Representative's consent (which consent will not be unreasonably withheld, conditioned or delayed), and (vii) the Responsible Party does not provide the Indemnified Party with reasonable evidence that the Responsible Party has the financial resources to defend such Third Party Claim and to fulfill its indemnification obligations under this ARTICLE VIII.

(b) The Responsible Party shall not pay or settle any such claim without first seeking the prior written consent of the Indemnified Party, which consent may not be

- 52 -

unreasonably withheld, conditioned or delayed; provided that the Indemnified Party’s consent shall not be required if the judgment or proposed settlement (i) involves only the payment of money damages by the Responsible Party, (ii) does not impose an equitable remedy upon the Indemnified Party in connection with such settlement; (iii) does not include the admittance of any fault by the Indemnified Party, (iv) involves a dismissal of the underlying claim without prejudice (if applicable), (v) includes a full release by the plaintiff or claimant of all Indemnified Parties from any liability or Loss with respect to such Third Party Claim and (vi) includes a provision whereby the plaintiff or claimant in the matter is prohibited from disclosing publicly any information regarding the Third Party Claim or such relief without the Indemnified Party’s prior consent.

(c) If the Responsible Party chooses to defend any Third Party Claim, the Indemnified Party and its Affiliates, and their respective officers, directors, employees, managers, members, agents and representatives, will cooperate in good faith in the defense of such Third Party Claim. Such cooperation will include the retention and (upon the Responsible Party’s request) the provision to the Responsible Party’s of records and information which are reasonably relevant to such Third Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Stakeholder Representative (on behalf of the Stockholders and holders of Options) will act on behalf of all Responsible Parties in the case of all Third Party Claims with respect to which a Parent Indemnified Party is seeking indemnification under Section 8.02 . Each Responsible Party and Indemnified Party shall reasonably cooperate in the defense of any Third Party Claim in respect of which indemnity may be sought hereunder and each (or a duly authorized representative of such Party) shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

(d) The above provisions of this Section 8.03 shall not apply to any Third Party Claim relating to Taxes, the procedures with respect to which shall be governed by Section 10.01 and an Agreed Indemnifiable Event, the procedures with respect to which shall be governed by Section 8.06.

8.04. Limitations on Indemnification Obligations . The rights of the Parent Indemnitees to indemnification pursuant to the provisions of Section 8.02(a) and of the Seller Indemnitees to indemnification pursuant to the provisions of Section 8.02(b) are subject to the following limitations:

(a) the amount of any and all Losses for which an Indemnified Party may receive indemnification under Section 8.02 shall be determined net of any amounts recovered by the Indemnified Party, under insurance policies or other sources (other than Tax benefits, which shall be governed by Section 8.04(b) ) with respect to such Losses;

(b) the amount of any and all Losses for which an Indemnified Party may receive indemnification under Section 8.02 shall be decreased by any Tax benefit actually realized by the Indemnified Party as a result of the Loss giving rise to the indemnification payment and which results in an actual reduction of cash Taxes paid by the Indemnified Party in the Taxable year of the Loss giving rise to the obligation or the immediate

- 53 -

succeeding Tax year (the “ Tax Benefit Netting Period ”) (determined for each of such taxable years on a “with and without basis” by comparing the Indemnified Parties’ liability for Taxes in such year with and without taking into account such Loss); provided, however, that if (i) such Tax benefit is recognized after an indemnification payment is made (but within the Tax Benefit Netting Period) the relevant Indemnified Party will pay within 20 days of so realizing such Tax benefit to the relevant Responsible Party an amount equal to such reduction in cash Taxes paid (provided that if the Indemnified Party is a Seller Indemnitee, the amount of such payment will be made solely from, and shall be limited to, the Indemnity Escrow Account, by releasing to Parent a number of Parent shares equal to the dollar amount of such payment divided by the Per Share Parent Share Value as of the Business Day prior to the date of such payment), and (ii) if any Tax cost resulting from a correlative adjustment in respect of an amount that previously gave rise to a payment under clause (i) of this Section 8.04(b) is incurred by an Indemnified Party after the clause (i) payment is made (but within the Tax Benefit Netting Period), the relevant Responsible Party will pay within 20 days of the Indemnified Party realizing such Tax cost to the relevant Indemnified Party an amount equal to such cost (not to exceed the corresponding clause (i) payment; and provided that if the Responsible Party is a Stakeholder, the amount of such payment will be made solely from, and shall be limited to, the Indemnity Escrow Account, by releasing to Parent a number of Parent shares equal to the dollar amount of such payment divided by the Per Share Parent Share Value as of the Business Day prior to the date of such payment);

(c) other than with respect to any Agreed Indemnifiable Event, the Parent Indemnitees shall not be entitled to recover for any Loss with respect to a particular breach or inaccuracy (whether individually or a series of related events, which shall constitute one event) unless such Loss equals or exceeds $50,000.00 (the “ Parent De Minimis Amount ”);

(d) other than with respect to any Agreed Indemnifiable Event, the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 8.02(a) until the total amount which the Parent Indemnitees would recover under Section 8.02(a) (as limited by the provisions of Section 8.04(a) , Section 8.04(b) , and Section 8.04(c) ), but for this Section 8.04(d) , exceeds $3,000,000.00 (the “ Parent Deductible ”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of such amount;

(e) subject to Section 8.04(g) , the aggregate amount of all Losses payable to the Parent Indemnitees pursuant to Section 8.02(a) or otherwise under this Agreement or any certificates delivered hereunder shall not exceed $50,000,000.00 (the “ Absolute Cap ”);

(f) the amount of Losses relating to any Agreed Indemnifiable Events in the aggregate recoverable under Section 8.02(a)(ii) shall be determined net of any resolution in favor of Parent, the Surviving Corporation or any of their respective Subsidiaries in connection with the Retained Event;

- 54 -

(g) other than with respect to claims made pursuant to Section 8.02(a)(ii) (which are subject to the Absolute Cap) and other than in the case of intentional common law fraud or intentional misconduct related to the representations and warranties set forth in this Agreement, from and after the Closing, the Indemnity Escrow Account shall be the sole source of recovery with respect to Losses of the Parent Indemnitees under this Agreement or any certificates delivered hereunder, including Losses indemnifiable pursuant to Section 8.02(a)(i) , and in no event shall the Parent Indemnitees be entitled to recover more than the amount in the Indemnity Escrow Account as such amount may be reduced over time;

(h) for such time as the Indemnity Escrow Account has a positive balance, the Parent Indemnitees may only seek recovery for indemnified claims under Section 8.02(a)(ii) from the Indemnity Escrow Account;

(i) the Seller Indemnitees shall not be entitled to recover a Loss for any particular breach or inaccuracy unless such Loss equals or exceeds $50,000.00 (whether individually or a series of related events, which shall constitute one event) (the “ Seller De Minimis Amount ”);

(j) the Seller Indemnitees shall not be entitled to recover Losses pursuant to Section 8.02(b)(i) until the total amount which the Seller Indemnitees would recover under Section 8.02(b)(i) (as limited by the provisions of Section 8.04(a) , Section 8.04(b) and Section 8.04(i)) , but for this Section 8.04(j) , exceeds $3,000,000.00, in which case, the Seller Indemnitees shall only be entitled to recover Losses in excess of such amount;

(k) the aggregate amount of all Losses payable to the Seller Indemnitees pursuant to Section 8.02(b) or otherwise under this Agreement or any certificates delivered hereunder shall not exceed $30,000,000.00, other than with respect to claims against Parent based on Rule 10b-5 or Section 18 of the Exchange Act, for which the limitations set forth in Section 3.20 , Section 4.12 and this ARTICLE VIII (including this Section 8.04 ) shall not apply;

(l) the Parent Indemnitees shall not be entitled to recover Losses to the extent the amount of such Losses has been accrued (without duplication) or is included for purposes of the calculation of the Final Cash Merger Consideration as agreed by the parties or resolved by the Accounting Firm;

(m) nothing in this ARTICLE VIII regarding indemnification rights and obligations shall be deemed to override any obligations with respect to mitigation of damages existing under applicable law; and

(n) except for Losses relating to or arising under (i) a Third Party Claim that are payable to a third party or (ii) Section 8.02(a)(ii) (whether or not payable to a third party), Losses shall not include any diminution in value or any punitive, incidental, consequential, special or indirect damages, including loss of future revenue, profits, multiples of profits, or income, or loss of business reputation or opportunity.

- 55 -

8.05. Parent Obligations . Parent agrees to satisfy all indemnification obligations owed to any Seller Indemnitee pursuant to this ARTICLE VIII by promptly paying to the Exchange Agent, for further distribution to the Stakeholders, an amount in cash equal to such obligations.

8.06. Agreed Indemnifiable Events .

(a) Prior to Closing, Parent and Stakeholder Representative shall agree matters that will be considered Agreed Indemnifiable Events under this Agreement with regard to pre-existing matters known to the parties with respect to the business or operations of the Company or its Subsidiaries. Notwithstanding anything to the contrary contained in this ARTICLE VIII but subject to Section 8.06(b) , unless otherwise agreed by Parent and Stakeholder Representative, the Stakeholder Representative shall exclusively direct and control, through counsel reasonably acceptable to Parent (which as of Closing shall be current counsel for such Agreed Indemnifiable Events, if any), the handling, prosecution, defense and/or Resolution of any Agreed Indemnifiable Event and Retained Event. Parent shall be consulted with respect to the proposed Resolution of any such Agreed Indemnifiable Event and Retained Event, including any material proceedings related thereto and Parent may participate in the defense of any such Agreed Indemnifiable Event with its own counsel at Parent’s sole cost and expense. In conjunction therewith, Parent shall and shall cause the Surviving Corporation to provide such cooperation as is reasonably requested by Stakeholder Representative in connection therewith and provide Stakeholder Representative and its advisors with reasonable access to the Surviving Corporation’s books, records, information, work papers, reports, communications and other similar materials and to their respective personnel and advisors (including legal, tax, accounting and finance personnel and advisors) to the extent relating to any Agreed Indemnifiable Event and the Retained Event, all at Stakeholder Representative’s sole cost and expense (which, for the avoidance of doubt, shall not include salaries or overhead of Parent, its Affiliates and the Surviving Corporation). Without limiting the generality of the foregoing (including as to costs and expenses), Parent shall and shall cause the Surviving Corporation to (i) provide access to employees of the Surviving Corporation specifically requested by the Stakeholder Representative due to such employee’s historic involvement with any Agreed Indemnifiable Event or the Retained Event, (ii) cause such employees to attend meetings, conferences, arbitrations, hearings, trials, depositions and other similar events (including, where relevant, in the capacity of a witness) requested by the Stakeholder Representative in connection with any Agreed Indemnifiable Event or the Retained Event; provided, however, that such access and attendance shall not unreasonably interfere with the conduct of the business of the Surviving Corporation or the day-to-day duties of the relevant employee, (iii) provide the Stakeholder Representative with any information and documents in the possession of Parent or the Surviving Corporation or its counsel reasonably requested by the Stakeholder Representative related to any Agreed Indemnifiable Event or the Retained Event, (iv) promptly forward to the Stakeholder Representative any information received by Parent or the Surviving Corporation, including court papers, notices, correspondence and any other related documents, that relate in any manner to the any Agreed Indemnifiable Event or Retained Event, (v) retain all inventory related to any Agreed Indemnifiable Event without degradation or destruction thereto and (vi) reasonably cooperate with the Stakeholder Representative to

- 56 -

ship or deliver all inventory related to any Agreed Indemnifiable Event as may be directed by the Stakeholder Representative, at Stakeholder Representative’s sole cost and expense. The Stakeholder Representative shall be entitled to the release of a number of shares of Parent Common Stock from the Indemnity Escrow Account (if any are then available) equal to (A) any costs and expenses actually incurred by the Stakeholder Representative in connection with any Agreed Indemnifiable Event and Retained Event (but in no event for costs or expenses relating to any disputes between the Stakeholder Representative and Parent or its Affiliates with respect thereto or otherwise), divided by (B) the Per Share Parent Share Value as of the date such costs or expenses were incurred and following receipt by Parent of reasonable evidence of such expenditures. Following the Closing, the Stakeholder Representative shall keep Parent reasonably apprised of any material developments relating to any Agreed Indemnifiable Event.

(b) The Stakeholder Representative may not Resolve any Agreed Indemnifiable Event without first obtaining the prior written consent of Parent, which consent may not be unreasonably withheld, conditioned or delayed; provided that Parent’s consent shall not be required if the Resolution (i) is for an amount less than the Absolute Cap, (ii) does not result in Parent, its Affiliates or the Surviving Corporation being enjoined, restrained or prohibited, in any manner, from carrying on the business of the Company and its Subsidiaries as conducted as of the Closing Date; and (iii) includes a full release by the plaintiff or claimant in favor of Parent, the Surviving Corporation and their respective Subsidiaries, with respect to any Agreed Indemnifiable Event. For purposes of this Section 8.06(b) , the parties acknowledge and agree that Parent’s consent shall not be considered or deemed to be unreasonably withheld, conditioned or delayed if the Resolution is equal to or exceeds the Absolute Cap (regardless of amount or the timing or nature of any such payments in relation thereto).

8.07. Exclusive Remedy . Notwithstanding anything contained herein to the contrary but subject to Section 12.18 , from and after the Closing Date, indemnification pursuant to the provisions of this ARTICLE VIII shall be the exclusive remedy for Parent and any Parent Indemnitees and the Seller Indemnitees under this Agreement or any certificates delivered hereunder, including for any misrepresentation or breach of any representation, warranty, covenant, agreement, obligation or other provision contained in this Agreement or in any certificate delivered pursuant hereto, other than in the case of intentional common law fraud or intentional misconduct related to the representations and warranties set forth in this Agreement.

8.08. Interpretation of Representations and Warranties . For purposes of determining the amount of any indemnification payment under this ARTICLE VIII, but not for purposes of determining whether a breach of or inaccuracy in respect of any representation or warranty contained herein has occurred, each representation or warranty in this Agreement or any agreement or certificate delivered pursuant hereto or thereto shall be interpreted without reference or giving effect to any materiality qualification or limitation set forth in such representation and warranty, including the terms “material,” “materiality,” “in all material respects,” “Material Adverse Effect”, “material adverse change,” “immaterial” or “materially.” For avoidance of doubt, with respect to any breaches by or inaccuracies with respect to the Company’s representations and warranties under ARTICLE III or pre-Closing breaches by the Company of any covenants, obligations or agreements of it hereunder, Parent and Merger Sub

- 57 -

proceeding to Closing shall in no way limit their right to claim for indemnity for such breaches or inaccuracies prior to Closing.

8.09. Tax Treatment . All indemnification payments pursuant to this ARTICLE VIII (including any share of Parent Common Stock released from the Indemnity Escrow Account to Parent) shall be treated for all Tax purposes as adjustments to the Closing Merger Consideration, to the extent permitted by law.

8.10. Overlap . To the extent of any inconsistency between this ARTICLE VIII and ARTICLE X, then ARTICLE X shall govern as to Tax matters.

ARTICLE IX

EMPLOYEE MATTERS

9.01. Continuation of Benefits . During the twelve-month period following the Closing, Parent or one of its Affiliates will provide to each employee of the Company and its Subsidiaries who is offered continued employment following Closing such employee benefits that, with respect to such benefits currently offered by the Company to the employee, are substantially equivalent in the aggregate to the benefits (excluding any equity-based incentive compensation and defined benefit pension plan) provided by Parent or its Subsidiaries.

9.02. Credit for Service . With respect to any benefit plan that is made available to employees after the Closing Date by Parent, the Surviving Corporation or any of their respective Affiliates: (i) all periods of service with the Company or any of its Subsidiaries, by any such employee prior to the Closing Date will be credited for eligibility, participation and vesting purposes under such plan, program or policy and for purposes of calculating benefits under any severance, sick leave or vacation plans (but excluding any benefit accruals under any defined benefit pension plan and excluding any equity-based incentive compensation), and (ii) with respect to any “employee welfare benefit plans” (as defined under Section 3(1) of ERISA) to which such employee may become eligible, the Surviving Corporation will cause such plans to provide credit for the year in which the Closing occurs for any co-payments or deductibles and maximum out-of-pocket payments by such employees and to waive all pre-existing condition exclusions and waiting periods, other than (x) limitations or waiting periods that had not been satisfied and (y), in the case of sub-clauses (i) and (ii), to the extent that such credit would result in a duplication of benefits. The Surviving Corporation will recognize vacation days previously accrued and reserved by the Company immediately prior to the Closing Date.

9.03. No Third Party Beneficiaries . Nothing expressed or implied in this ARTICLE IX or in the Disclosure Schedule or Exhibits referred hereby shall confer upon any of the employees of the Company or its Subsidiaries or any other Person any additional rights or remedies, including any right to employment, or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement. Notwithstanding anything herein to the contrary, no provision of this Agreement is intended to, or does, constitute the establishment or adoption of, or amendment to, any employee benefit plan (within the meaning of Section 3(3) of ERISA or otherwise) of the Company, its Subsidiaries or Parent, and no Person participating in any such employee benefit plan maintained by the Company, its

- 58 -

Subsidiaries or Parent shall have any claim or cause of action, under ERISA or otherwise, in respect of any provision of this Agreement as it relates to any such employee benefit plan or otherwise.

ARTICLE X

TAX COVENANTS AND AGREEMENTS

10.01. Tax Matters .

(a) Responsibility for Filing Tax Returns .

(i) Parent will prepare or cause to be prepared, and file or cause to be filed as soon as reasonably practicable, all Tax Returns for the Surviving Corporation and each of its Subsidiaries with respect to each Pre-Closing Tax Period that have not been filed as of or on the Closing Date and all Tax Returns for all Straddle Periods of the Surviving Corporation and each of its Subsidiaries. All such Tax Returns will be prepared in a manner consistent with the past custom and practice of the Company and its Subsidiaries, unless there is no applicable past practice, or as otherwise required by a change in applicable law. Neither the Company nor any of its Subsidiaries will waive any carryback of any net operating loss, capital loss or credit on any such Tax Return. At least 30 days prior to the due date (taking into account any applicable extensions) of each Tax Return with respect to any Pre-Closing Tax Period or Straddle Period, Parent will submit such Tax Return to the Stakeholder Representative to provide the Stakeholder Representative with an opportunity to comment on such Tax Return. If Parent agrees to all comments on a Tax Return provided by the Stakeholder Representative pursuant to the previous sentence, then such Tax Return shall be filed consistent with such comments. If Parent does not agree to one or more of such comments, then Parent and the Stakeholder Representative shall attempt to resolve their disagreement in good faith; but if Parent and the Stakeholder Representative are unable to reach agreement as to such Tax Return within 10 days after the applicable comments were provided by the Stakeholder Representative to Parent, then the dispute (a “ Tax Return Dispute ”) shall be submitted to the Accounting Firm for resolution in a manner consistent with Section 2.06(d) (substituting the words “Tax Return” for “Closing Statement”). If the Accounting Firm renders its decision prior to the due date (taking into account any applicable extensions) for such Tax Return, then such Tax Return shall be filed consistent with the determination of the Accounting Firm as soon as is reasonably practicable. If a Tax Return Dispute is not resolved prior to the due date (taking into account any applicable extensions) for the applicable Tax Return, then, such Tax Return shall be filed in the form directed by Parent on or prior to such due date, and upon resolution of the Tax Return Dispute by the Accounting Firm, to the extent the Tax Return so filed is inconsistent with the determination of the Accounting Firm, an amended Tax Return shall be filed as soon as practicable after the Accounting Firm renders its decision and in a manner consistent with the determination of the Accounting Firm. The party that loses

- 59 -

such Tax Return Dispute shall bear the costs of the Accounting Firm, consistent with the principles of Section 2.06(d) .

(ii) Parent, the Stakeholder Representative and the Company agree that all Transaction Tax Deductions will be treated as properly allocable for all purposes of this Agreement (including without limitation Sections 10.01(b)(i) and 10.01(b)(ii) and including without limitation for purposes of calculating any Tax assets and any Tax liabilities taken into account in Net Working Capital) to Pre-Closing Tax Periods (including without limitation the pre-Closing portion of Straddle Periods). Parent will include all Transaction Tax Deductions in the Tax Returns of the Company and its Subsidiaries, as applicable, for any Pre-Closing Tax Period that ends on, or prior to, the Closing Date to the extent permitted by law, or alternatively to the Straddle Period Tax Return for the Tax period that includes the Closing Date. For the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Parent will cause the Company and its Subsidiaries to carry on their business only in the ordinary course in the same manner as heretofore conducted. The Company and its Subsidiaries, as applicable, will elect with each relevant Taxing Authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and its Subsidiaries, as applicable, to the extent permitted under applicable law. For all purposes of this Agreement and, to the extent permitted by law, all income tax purposes, the income of the Company and its Subsidiaries for tax years ending on and including the Closing Date will be allocated based on an interim closing of the books on the Closing Date.

(iii) The Stakeholder Representative, Parent, Merger Sub and the Company and its Subsidiaries, as applicable, consent and agree that the Surviving Corporation and its Subsidiaries, as appropriate, will elect to carry back any net operating loss for any Pre-Closing Tax Period or for any Straddle Period to prior taxable years to the fullest extent permitted by law (using any available short-form or accelerated procedures and filing amended Tax Returns to the extent necessary so as to obtain any Transaction Tax Benefit or Tax Refund described in Section 10.01(b) as promptly as possible), and Parent and the Surviving Corporation and/or their Subsidiaries, as applicable, will timely prepare and timely file, or cause to be timely prepared and timely filed, simultaneously with or as soon as practicable following the filing of the Tax Return for the Pre-Closing Tax Period from which such net operating loss is to be carried back, any claim for refund resulting from such carryback as part of the preparation and filing of the Tax Returns described in Section 10.01(a)(i) (and the Stakeholder Representative will have the review and comment and dispute resolution rights described in the last sentence of Section 10.01(a)(i) ).

(iv) The Surviving Corporation shall make a closing-of-the-books election under Section 1.382-6(b) of the Treasury Regulations to close its books as of the Closing Date for purposes of Section 382 of the Code.

(b) Transaction Tax Benefits and Tax Refunds

- 60 -

(i) Tax Refunds . Except to the extent a Tax Refund arises as a result of a carryback of a loss or other Tax benefit from a Tax period (or portion thereof) beginning after the Closing Date, the Stakeholders will be entitled (as Merger Consideration) to any (1) U.S. federal income and any state income Tax refunds that are received by Parent, the Surviving Corporation or any of its Subsidiaries, or any of their Affiliates, and any amounts credited against U.S. federal income and state income Tax to which Parent, the Surviving Corporation or any of its Subsidiaries, or any of their Affiliates, become entitled, in each case, that relate to, or that result from a carryback to another Pre-Closing Tax Period of any U.S. federal income and state income Tax attribute (including without limitation any net operating loss) from, (x) the 2015 Tax year and/or (y) (A) if the Closing Date is in 2016, the portion of the 2016 Tax year ending on the Closing Date, or (B) if the Closing Date is in 2017, the 2016 Tax year and the portion of the 2017 Tax year ending on the Closing Date, in each case together with any interest received thereon, and (2) any excess of estimated U.S. federal income and state income Taxes paid prior to Closing by the Company or any of its Subsidiaries over U.S. federal income and state income Taxes actually due with respect to the applicable Pre-Closing Tax Periods of the Company and its Subsidiaries, together with interest received thereon (in the case of (1) and (2) above, each a “ Tax Refund ”); provided, however, the amount of any Tax Refunds payable to the Stakeholders shall be determined net of any reasonable costs incurred by Parent, the Surviving Corporation or any Subsidiary or Affiliate in connection with obtaining such Tax Refund, including without limitation any Tax. For purposes of this Section 10.01(b)(i) , a Tax Refund arising as a result of a carryback of a loss or other Tax attribute from a Straddle Period will be treated as first attributable to a carryback from the pre-Closing portion of such Straddle Period to the full extent of any carryback that would have been available to be carried back had the Tax year ended on the Closing Date. If a Tax Refund relates to a Straddle Period, it shall be apportioned between the Stakeholders, on the one hand, and the Parent, on the other hand, in the same manner as the allocation provided in Section 10.01(g) . Parent will pay to the Exchange Agent as Merger Consideration for distribution to the Stockholders and to the Surviving Corporation as Option Consideration Cash for distribution to the Optionholders (net of the amount, if any, required to be withheld under applicable Tax law with respect to such payment) on a pro rata basis consistent with Section 2.11 any such Tax Refund, the amount of any such credit or the amount of such excess, within 30 days of actual receipt of such Tax Refund, or, in the case of an overpayment of estimated Taxes that is not received as a Tax Refund, at the earlier of the time a payment of subsequent Taxes (including without limitation estimated Taxes) is reduced by reason of such overpayment or at the time of filing any Tax Return on which such overpayment results in a lower amount of Taxes payable with respect to the relevant period (by reason of having previously overpaid estimated Taxes) than would otherwise have been payable for such period. For purposes of this Agreement, a Tax Refund will be considered to be actually received by any Person when it is received in cash as a Tax Refund, or when it is credited against Tax.

- 61 -

(ii) Transaction Tax Benefits . Without duplication of Section 10.01(b)(i) , Parent will pay in cash as Merger Consideration to the Exchange Agent for distribution to the Stockholders and to the Surviving Corporation as Option Consideration Cash for distribution to the Optionholders (net of the amount, if any, required to be withheld under applicable Tax law with respect to such payment) on a pro rata basis consistent with Section 2.11 any Transaction Tax Benefit (as defined below), or any portion thereof, within 30 days of realizing such Transaction Tax Benefit. For purposes of this Agreement, a “ Transaction Tax Benefit ” is any reduction in Parent’s, the Surviving Corporation’s or any of their Subsidiaries’ or Affiliates’ liability for Taxes with respect to any taxable period that includes the Closing Date (any such period, a “ Benefit Period ”) resulting from a Transaction Tax Deduction or Pre-Closing Tax Item, as applicable; and for this purpose, a reduction in Parent’s, the Surviving Corporation’s or any of their Subsidiaries’ or Affiliates’ liability for Taxes will be deemed to result from a Transaction Tax Deduction or Pre-Closing Tax Item if, when, and to the extent that Parent’s or the Surviving Corporation’s or any of their Subsidiaries’ liability for Taxes for the applicable Taxable period, calculated by excluding the relevant Transaction Tax Deductions or Pre-Closing Tax Items, exceeds Parent’s or the Surviving Corporation’s or any of their Subsidiaries’ or Affiliates’ actual liability for Taxes for such Taxable period, respectively. A Transaction Tax Benefit will be deemed to be realized if, when, and to the extent that (A) either Parent or the Surviving Corporation or any of their Subsidiaries or Affiliates, as applicable, receives in cash a refund, credit, or other return of Taxes paid in respect of the Benefit Period that results from a Transaction Tax Deduction or a Pre-Closing Tax Item, or (B) a Tax Return is filed by Parent, the Surviving Corporation, or any of their Subsidiaries or Affiliates, for the Benefit Period with respect to which an actual reduction in cash Tax liability of the Parent, Surviving Corporation, or any Subsidiary or Affiliate results, directly or indirectly, from a Transaction Tax Deduction or a Pre-Closing Tax Item. The Transaction Tax Benefits to which this Section 10.01(b)(ii) applies are provided on Schedule 10.01(b)(ii) .

(iii) Commercially Reasonable Efforts . Without limitation of its other obligations under this Section 10.01 , Parent will, and will cause its Affiliates (including without limitation the Surviving Corporation and its Subsidiaries) to work in good faith and use their commercially reasonable efforts to make and diligently prosecute any Tax refund or other claims in order to maximize and to obtain, as promptly as reasonably practicable, all Transaction Tax Benefits or Tax Refunds to which the Stakeholders are or would be entitled under Section 10.01(b)(i) and (ii) to the fullest extent allowed by applicable Tax law. To the extent permitted by applicable Tax law, Parent will, and will cause its Affiliates (including without limitation the Surviving Corporation and its Subsidiaries) to request a refund (rather than a credit against future Taxes) with respect to any overpayment (including without limitation any overpayment of estimated Taxes

- 62 -

and any overpayment resulting from a carryback of a net operating loss from another Pre-Closing Tax Period) for any Pre-Closing Tax Period.

(iv) Post-Closing Actions; Intermediate Holdings Conversion . Notwithstanding anything to the contrary in this Agreement, payments to the Stakeholders under this Section 10.01(b) shall in no event be reduced or delayed from the amount and time in which such payments would have been made (i) if the conversion and election required by Section 1.07(e) had not occurred and the Taxable year of the Company for U.S. federal income Tax purposes had ended on the Closing Date, or (ii) by reason of actions, transactions or events occurring following the Closing. If any payment under Section 10.01(b)(i) or 10.01(b)(ii) would otherwise be so reduced or delayed, then adjustments to payments shall be made to ensure Stakeholders receive no lesser amounts, at no later a time, than they would have if (x) the Taxable year of the Company for U.S. federal income Tax purposes had ended on the Closing Date and (y) neither the conversion nor election required by Section 1.07(e) , nor the actions, transactions, or events following the Closing that so reduced or delayed such payment, had occurred. For the avoidance of doubt, no duplicative payment shall be made under Section 10.01(b)(i) or 10.01(b)(ii) in respect of a Tax benefit for which a payment has already been made under this Section 10.01(b)(iv) .

(c) Books and Records; Cooperation . Without limiting Section 10.02 , Parent and the Stakeholder Representative on behalf of the Company and its Subsidiaries will, and will cause their respective representatives to, (i) provide the other party and its representatives with such assistance as may be reasonably requested in connection with the review of any Tax Return, including without limitation the filing of any claim for refund resulting from a carry back of a Transaction Tax Deduction, or any audit or other examination by any Taxing Authority or judicial or administrative proceeding relating to Taxes with respect to the Surviving Corporation or any of its Subsidiaries and (ii) retain and provide the other party and its representatives with reasonable access to all records or information that may be relevant to such Tax Return, audit, examination or proceeding; provided, however that in no event shall the Stakeholder Representative, or any Stakeholder, be allowed access to Parent’s or Parent’s Affiliates’ Tax Returns that do not involve the Company and its Subsidiaries, their operations, or the use of their Tax attributes (including without limitation by a transferee or successor). With respect to the 2016 Tax year (or, if the Closing Date is in 2017, the 2017 Tax year) and any Pre-Closing Tax Period, Parent agrees to (i) notify Stakeholder Representative at such times as any payment is due under Section 10.01(a) or 10.01(b) (and will respond reasonably promptly to any Stakeholder Representative requests regarding whether any such payment is or is expected to be due) and (ii) provide Stakeholder Representative with sufficient information and cooperation to enable Stakeholder Representative to review and confirm the correctness of whether any payment is due and the amount of any payment that may be due.

(d) Transfer Taxes . Parent, on the one hand, will pay fifty percent (50%) and the Company, on the other hand, will pay fifty percent (50%) of any real property transfer tax, stamp tax, stock transfer tax, sales, use, registration, documentary, recording or other

- 63 -

similar Tax or charge imposed on the Surviving Corporation or any Subsidiary, or on the Stakeholders or Parent, as a result of the transactions contemplated by this Agreement (collectively, “ Transfer Taxes ”), and any penalties, fines, interest, costs, fees, or additions to Tax with respect to the Transfer Taxes. The Stakeholder Representative, on behalf of the Company and its Subsidiaries, will cooperate with Parent as Parent reasonably requests in the filing of any Tax Returns with respect to Transfer Taxes, including without limitation promptly supplying any information in its possession that is reasonably necessary to complete such returns. Parent shall file, or cause to be filed, any Tax Return with respect to such Transfer Taxes, and the Stakeholder Representative, on behalf of the Company and its Subsidiaries, shall promptly remit to Parent the Company’s share of any Transfer Taxes at least three (3) days prior to the due date of such Tax Return. The parties will cooperate in the filing of any such Tax Returns, and the parties will otherwise cooperate to establish any exemption from (or otherwise reduce) such Transfer Taxes. Any refund of Transfer Taxes shall be shared 50% by Parent and 50% by the Company. Any payment by the Company required by this Section 10.01(d) will be borne by the Stakeholders pro-rata and will be made solely from, and shall be limited to, the available cash or shares (as applicable) remaining in the Indemnity Escrow Account, by releasing to Parent a number of shares of Parent Common Stock equal to the dollar amount of such payment divided by the Per Share Parent Share Value as of the Business Day prior to the date of such payment.

(e) No Section 338 or Section 336 Election . Parent will not make any election under Code Section 338, or Code Section 336, (or any similar provision under state, local, or non-U.S. law) with respect to the acquisition of the Company and its Subsidiaries.

(f) Amended Tax Returns; Tax Elections; Tax Proceedings . Unless otherwise required by applicable law or as authorized by Section 10.01(a) , Parent and its Affiliates will not, and Parent and its Affiliates will not permit the Surviving Corporation or any of its Subsidiaries to, (i) other than Tax Returns that are filed pursuant to Section 10.01(a) , file or amend or otherwise modify any Tax Return relating to or including a Pre-Closing Tax Period, (ii) after the date any Tax Return is filed pursuant to Section 10.01(a) , amend or otherwise modify any such Tax Return, (iii) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (iv) voluntarily approach a Taxing Authority with respect to any Pre-Closing Tax Period other than as contemplated by Section 10.01(a) , in each case, without the prior written consent of the Stakeholders’ Representative, which consent will not be unreasonably conditioned, withheld or delayed.

(g) Straddle Period Allocation . To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes between the Pre-Closing Tax Period and the Post-Closing Tax Period of any Straddle Period, the amount of any Taxes based on or measured by income, receipts, sales, payroll, activities, events, or the level of any item of the Company and its Subsidiaries for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass through entity in which the Company or any of its Subsidiaries, as applicable, holds a

- 64 -

beneficial interest will be deemed to terminate at such time); provided , however , that any item determined on an annual or periodic basis (such as deductions for depreciation or for real estate Taxes) will be apportioned on a daily basis. The amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in such Straddle Period. Refunds and overpayments of Tax for a Straddle Period (including, for the avoidance of doubt, and without limitation, overpayments of estimated Taxes) and any credits against Taxes will be allocated based on the principles of this Section 10.01(g) .

(h) Tax Contests . This Section 10.01(h) and not Section 8.03 will control any audit, inquiry, assessment, action or other similar event relating to any Pre-Closing Tax Period or Straddle Period of the Company, the Surviving Corporation or any of their Subsidiaries which involves a Taxing Authority, including for the avoidance of doubt, and without limitation, any waiver or extension of the statute of limitations (collectively, a “ Tax Contest ”). Subject to all limitations and restrictions elsewhere in this Agreement and to the remainder of this Section 10.01(h) , Parent has the right to represent the interests of the Surviving Corporation or any of its Subsidiaries before the relevant Taxing Authority with respect to any Tax Contest and has the right to control the defense, compromise or other resolution of any such Tax Contest, including responding to inquiries, contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Contest. Notwithstanding the foregoing, if the Stakeholders could be required to indemnify any Parent Indemnitee pursuant to Section 8.02 of this Agreement with respect to such Tax Contest, or if such Tax Contest could affect amounts to which such Stakeholders are entitled under Section 10.01(b) , then: (i) Parent shall inform the Stakeholder Representative of such Tax Contest as promptly as practicable but in any event within the earlier of (x) 15 days of the receipt by Parent, the Surviving Corporation, or any of their Affiliates of notice thereof, and (y) the date on which a response is due with respect to such Tax Contest, (ii) the Stakeholder Representative will have the right (but not the duty) to participate in the defense of such Tax Contest and to employ counsel, at its own expense, separate from counsel employed by Parent, (iii) the Stakeholder Representative shall have the right (but not the duty) to control any Tax Contest which relates to a Pre-Closing Tax Period (other than the pre-Closing portion of a Straddle Period), and the Stakeholder Representative will not enter into any settlement of or otherwise compromise any such Tax Contest to the extent it adversely affects the liability of Parent or the Surviving Corporation under Section 8.02 without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, and (iv) Parent shall control any Tax Contest which relates to a Straddle Period, and Parent will not enter into any settlement of or otherwise compromise any such Tax Contest to the extent that it adversely affects the liability of the Stakeholders pursuant to Section 8.02 or the rights of the Stakeholders under Section 10.01(b) without the prior written consent of the Stakeholders’ Representative, which consent will not be

- 65 -

unreasonably conditioned, withheld or delayed. To the extent that the Stakeholder Representative notifies Parent in writing of its intent to control any Tax Contest relating to a Pre-Closing Tax Period (other than the pre-Closing portion of a Straddle Period) pursuant to clause (iii) of the preceding sentence, no later than fifteen days after receiving any notice of such Tax Contest, then: (a) Parent will have the right (but not the duty) to participate in the defense of such Tax Contest and to employ counsel, at its own expense, separate from counsel employed by the Stakeholder Representative (at the Stakeholder Representative's expense) and (b) the Stakeholder Representative will not enter into any settlement of or otherwise compromise any such Tax Contest without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed. With respect to any Tax Contest relating to a Straddle Period or any Tax Contest relating to a Pre-Closing Tax Period (other than the pre-Closing portion of a Straddle Period) that the Stakeholder Representative declines to control pursuant to clause (iii) above, then: (x) the Stakeholder Representative will have the right (but not the duty) to participate in the defense of such Tax Contest and to employ counsel, at its own expense, separate from counsel employed by Parent (at Parent's expense) and (y) Parent will not enter into any settlement of or otherwise compromise any such Tax Contest without the prior written consent of the Stakeholder Representative, which consent shall not be unreasonably conditioned, withheld or delayed.

(i) Non-Avoidance . Parent will not take any action with respect to the Company or its Subsidiaries that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-111.

10.02. Further Assurances . From time to time, as and when requested by any party hereto and at such requesting party’s expense, any other party will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement.

ARTICLE XI

DEFINITIONS

11.01. Definitions . For purposes hereof, the following terms, when used herein will have the respective meanings set forth below:

“ Absolute Cap ” has the meaning set forth in Section 8.04(e) .

“ Accounting Firm ” has the meaning set forth in Section 2.06(d) .

“ Adjustment Escrow Account ” means the account established by the Escrow Agent to hold the Adjustment Escrow Shares pursuant to the terms of the Escrow Agreement.

“ Adjustment Escrow Amount ” means $3,000,000.00.

“ Adjustment Escrow Shares ” means the number of shares of Parent Common Stock equal to the quotient of (i) the Adjustment Escrow Amount divided by (ii) the Per Share Parent Share Value as of the Business Day prior to the Closing Date.

- 66 -

“ Administrative Expense Account ” has the meaning set forth in Section 2.09 .

“ Administrative Expense Amount ” means $1,000,000.00.

“ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. For the avoidance of doubt, Frank’s International N.V. and each of its Subsidiaries shall be considered an Affiliate of Parent.

“ Agreed Accounting Principles ” means GAAP, as modified by the matters set forth on Schedule 11.01(a) .

“ Agreed Indemnifiable Event ” has the meaning set forth on Schedule 11.01(b) .

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Anti-Bribery Laws ” means, in each case to the extent that they are applicable to the Company and its Affiliates (as the case may be): (a) the federal and state anti-bribery laws in the United States including 18 U.S.C § 201; (b) the FCPA, (c) the U.K. Bribery Act of 2010, (d) any applicable law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on 17 December 1997, and (e) any other applicable law, rule or regulation of similar purpose and scope in any jurisdiction, including books and records offenses relating directly or indirectly to a bribe.

“ Associated Person ” has the meaning set forth in Section 3.19(a) .

“ Benefit Period ” has the meaning set forth in Section 10.01(b)(ii) .

“ Business Day ” means any day other than a Saturday, a Sunday or other day on which banks are required or authorized by law to close in Houston, Texas or New York, New York.

“ Cancelled Shares ” has the meaning set forth in Section 2.01(c) .

“ Cash ” means, as of 11:59 p.m. on the day before the Closing Date, all cash, cash equivalents, restricted cash (including all cash posted to support letters of credit, performance bonds or other similar obligations), marketable securities and deposits with third parties (including landlords) of the Company and its Subsidiaries, in each case determined in accordance with GAAP. For the avoidance of doubt, Cash will be calculated net of issued but uncleared checks and drafts and will include checks, wire transfers and drafts deposited or available for deposit for the account of the Company or its Subsidiaries.

“ Certificate of Merger ” has the meaning set forth in Section 1.03.

- 67 -

“ Closing ” has the meaning set forth in Section 1.02 .

“ Closing Cash Consideration ” means the number equal to the Estimated Cash Merger Consideration, minus the Administrative Escrow Amount.

“ Closing Date ” has the meaning set forth in Section 1.02 .

“ Closing Equity Consideration ” means the number of shares of Parent Common Stock equal to the Merger Consideration Shares, minus the Indemnity Escrow Shares and minus the Adjustment Escrow Shares.

“ Closing Option Consideration ” has the meaning set forth in Section 2.05(a) .

“ Closing Statement ” has the meaning set forth in Section 2.06(c) .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Stock ” means the common stock of the Company, par value $0.01.

“ Company ” has the meaning set forth in the preamble to this Agreement.

“ Company Capitalization ” means, as calculated as of the Closing Date and as of the date of the calculations made pursuant to Section 2.06 or Section 2.11 , the sum of (i) the aggregate number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the aggregate number of In-the-Money Options calculated from time to time.

“ Company Group ” means the Company and its Subsidiaries and Affiliates.

“ Company’s Knowledge ” means the actual knowledge of Billy Brown, Jr., Scott McCurdy, James Martens and Dean Robichaux as would be known to them in the performance of their respective duties, for the Company or any of its Subsidiaries, determined based on title and day-to-day responsibilities.

“ Company Material Adverse Effect ” means an event, occurrence, or development (each, an “ Effect ”) that, individually or in the aggregate has, or is reasonably likely to (i) have a material adverse effect upon the financial condition or operating results of the Company and its Subsidiaries taken as a whole or (ii) materially impede or delay the Company’s ability to consummate the transactions contemplated by this Agreement in accordance with its terms; provided, however, that none of the following shall be deemed to constitute, or shall be taken into account in determining, whether there has been or would be a Company Material Adverse Effect: (A) general business or economic conditions affecting the industry in which the Company or any of its Subsidiaries operates to the extent such adverse effect does not disproportionately affect the Company or any of its Subsidiaries; (B) national or international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or

- 68 -

the escalation of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, to the extent such adverse effect does not disproportionately affect the Company or any of its Subsidiaries; (C) financial, banking, or securities markets (including any disruption thereof); (D) changes in GAAP to the extent such adverse effect does not disproportionately affect the Company or any of its Subsidiaries; (E) changes in laws, regulations, orders, or other binding directives issued by any Governmental Body to the extent such adverse effect does not disproportionately affect the Company or any of its Subsidiaries; (F) the identity of either Parent or Merger Sub or the announcement of this Agreement or the transactions contemplated hereby or (G) the failure of the Company and its Subsidiaries to meet projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure may, to the extent applicable, be considered in determining whether there has been, or is reasonably expected to be, a Company Material Adverse Effect).

“ Confidentiality Agreement ” has the meaning set forth in Section 7.02 .

“ D&O Indemnified Person ” has the meaning set forth in Section 6.02(a) .

“ Designated Stockholder ” has the meaning set forth in the recitals to this Agreement.

“ DGCL ” has the meaning set forth in the recitals to this Agreement.

“ Disclosure Schedules ” means the disclosure schedules delivered by the parties on the date hereof.

“ Disputed Items ” has the meaning set forth in Section 2.06(d) .

“ Dissenting Share ” has the meaning set forth in Section 2.04 .

“ DLLCA ” has the meaning set forth in recitals to this Agreement.

“ Draft Spreadsheet ” has the meaning set forth in Section 2.06(b) .

“ Effective Time ” has the meaning set forth in Section 1.03 .

“ Environmental Laws ” means applicable laws and regulations of a Governmental Body concerning pollution or protection of the environment or human health and safety, including all those relating to the exposure to, use, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, discharge, release, threatened release, control or cleanup of any Hazardous Substances, as each of the foregoing are promulgated and in effect on or prior to the Closing Date.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

- 69 -

“ ERISA Affiliate ” means any other Person that, together with the Company or any Subsidiary, would be treated as a single employer under Section 414 of the Code.

“ Escrow Agent ” means American Stock Transfer & Trust Company, LLC.

“ Escrow Agreement ” means the Escrow Agreement, substantially in the form of Exhibit E but subject to review and finalization by the parties in a manner consistent with this Agreement and approval of the Escrow Agent, to be entered into by Parent, the Stakeholder Representative and the Escrow Agent.

“ Estimated Cash Merger Consideration ” has the meaning set forth in Section 2.06(b) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Agent ” has the meaning set forth in Section 2.02(a) .

“ Exchange Fund ” means, collectively, the (i) Closing Equity Consideration and (ii) Closing Cash Consideration less the Closing Option Consideration.

“ FCPA ” means the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“ Final Cash Merger Consideration ” has the meaning set forth in Section 2.06(e) .

“ Financial Statements ” has the meaning set forth in Section 3.05(a) .

“ Fundamental Representations ” has the meaning set forth in Section 8.01 .

“ GAAP ” means United States generally accepted accounting principles as in effect on the date hereof, applied in a manner consistent with the Company’s past practice.

“ Government Official ” means: (a) officers, employees or official representatives of any national, regional, local or other Governmental Body; (b) any individual who, although temporarily or without payment, holds a public position, employment, or function; (c) officers, employees or representatives of companies in which a Governmental Body owns a controlling interest; (d) any private person acting in an official capacity for or on behalf of any Governmental Body (such as a consultant retained by a Government Body); (e) candidates for political office at any level; (f) political parties and their officials; (g) royal family members, including ones who may lack formal authority, but could otherwise be influential in advancing the Company Group’s business interests, through, for example, partially owning or managing a state-owned or state-controlled entity; and (h) officers, employees or representatives of public international organizations (such as the United Nations, World Bank and International Monetary Fund).

“ Governmental Body ” means (a) any agency, instrumentality, subdivision or other body of any national, regional, local or other government, (b) any commercial or similar

- 70 -

entities owned or controlled by such government, including any state-owned and state-operated companies, (c) any political party, or (d) any public international organization (such as the United Nations, World Bank and International Monetary Fund).

“ Hazardous Substance ” means (a) petroleum, petroleum products, by-products or breakdown products, radioactive materials, friable asbestos or polychlorinated biphenyls and (b) any chemical, material, or substance defined or regulated as “hazardous,” “toxic,” a “pollutant,” a “contaminant” or terms of similar effect under Environmental Law.

“ Healthcare Reform Law ” has the meaning set forth in Section 3.12(c) .

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Indemnified Party ” has the meaning set forth in Section 8.03(a) .

“ Indemnity Escrow Account ” means the account established by the Escrow Agent to hold the Indemnity Escrow Shares pursuant to the terms of the Escrow Agreement.

“ Indemnity Escrow Amount ” means $30,000,000.00.

“ Indemnity Escrow Release Date ” has the meaning set forth in Section 2.08(b)

“ Indemnity Escrow Shares ” means the number of shares of Parent Common Stock equal to the quotient of (i) the Indemnity Escrow Amount divided by (ii) the Per Share Parent Share Value as of the close of business on the Business Day prior to the Closing Date.

“ Indebtedness ” means the principal amount, plus any related accrued and unpaid interest, fees and prepayment premiums or penalties, of all indebtedness for borrowed money of the Companies and their Subsidiaries and all other amounts owing or otherwise payable thereunder (i) owed under a credit facility, or (ii) evidenced by any note, debenture or other debt security, including under those facilities set forth on Schedule 3.06(e) . Notwithstanding the foregoing, Indebtedness does not include (A) lease obligations (other than capital lease obligations and sale leaseback obligations, whether secured or unsecured), (B) any intercompany obligations between or among the Companies or any of their Subsidiaries and (C) Item 1 of Schedule 3.09(a)(11) .

“ Indemnitee Affiliate(s) ” has the meaning set forth in Section 6.02(c) .

“ Intellectual Property ” has the meaning set forth in Section 3.09(c) .

“ In-the-Money Option ” means an Option that is vested, exercisable and has an exercise price per share that is less than the Per Share Merger Consideration, as calculated as of the Closing Date and as of the date of the calculations made pursuant to Section 2.06 or Section 2.11, and after taking into account any accelerated vesting or exercisability occurring in connection with the Closing or payment of any additional consideration. By way of example, the

- 71 -

Per Share Merger Consideration calculated as of the Closing is the Per Share Closing Consideration.

“ IRS ” has the meaning set forth in Section 3.12 .

“ Joinder Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Latest Balance Sheet ” has the meaning set forth in Section 3.05(a) .

“ Latest Parent Balance Sheet ” has the meaning set forth in Section 4.05 .

“ Leased Real Property ” has the meaning set forth in Section 3.07(b) .

“ Letter of Transmittal ” has the meaning set forth in Section 2.02(a) .

“ Liens ” means any lien, mortgage, security interest, preemptive right, right of first refusal or performance, pledge deposit, or other encumbrance.

“ Loss ” has the meaning set forth in Section 8.02(a) .

“ Material Contract ” or “ Material Contracts ” has the meaning set forth in Section 3.09 .

“ Merger ” has the meaning set forth in the recitals to this Agreement.

“ Merger Consideration ” has the meaning set forth in Section 2.06(a) .

“ Merger Consideration Cash ” has the meaning set forth in Section 2.06(a) ,

“ Merger Consideration Shares ” means 12,820,512.82 shares of Parent Common Stock.

“ Merger Sub ” has the meaning set forth in the Preamble.

“ Net Working Capital ” means (i) all current assets (excluding Cash and other items excluded from Schedule 11.01(a) ) of the Company and its Subsidiaries as of 11:59 p.m. on the day before the Closing Date (but before taking into account the consummation of the transactions contemplated hereby), minus (ii) all current liabilities (excluding any items constituting Indebtedness, Transaction Expenses, other items excluded from Schedule 11.01(a) or items otherwise included in the Merger Consideration) of the Company and its Subsidiaries as of 11:59 p.m. on the day before the Closing Date (but before taking into account the consummation of the transactions contemplated hereby), in each case using the same line items set forth on Schedule 11.01(a) and calculated in accordance with the Agreed Accounting Principles. For the avoidance of doubt, the determination of Net Working Capital and the preparation of the Closing Statement will take into account only those components ( i.e. , only

- 72 -

those line items) and adjustments reflected on Schedule 11.01(a) and used in calculating the Working Capital Target.

“ New Litigation Claim ” has the meaning set forth in Section 5.06 .

“ Notice of Claim ” has the meaning set forth in Section 8.01 .

“ NYSE ” means the New York Stock Exchange.

“ Objections Statement ” has the meaning set forth in Section 2.06(d) .

“ Option ” means any option to purchase shares of Common Stock, whether granted under a Plan or otherwise.

“ Option Consideration Cash ” means the Closing Option Consideration and any additional consideration payable to holders of In-the-Money Options in accordance with Section 2.11 .

“ Optionholders ” means a holder of an In-the-Money Option.

“ Outside Closing Date ” has the meaning set forth in Section 7.01(d) .

“ Parent ” has the meaning set forth in the preamble to this Agreement.

“ Parent Common Stock ” means common stock, €0.01 nominal value per share, of Parent.

“ Parent De Minimis Amount ” has the meaning set forth in Section 8.04(c) .

“ Parent Deductible ” has the meaning set forth in Section 8.04(d) .

“ Parent Financial Statements ” has the meaning set forth in Section 4.05 .

“ Parent Group ” means Parent and its Subsidiaries and Affiliates.

“ Parent Indemnitee ” has the meaning set forth in Section 8.02(a) .

“ Parent Material Adverse Effect ” means an Effect that, individually or in the aggregate has, or is reasonably likely to (i) have a material adverse effect upon the financial condition or operating results of Parent and its Subsidiaries taken as a whole or (ii) materially impede or delay Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement in accordance with its terms; provided, however, that none of the following shall be deemed to constitute, or shall be taken into account in determining, whether there has been or would be a Parent Material Adverse Effect: (A) general business or economic conditions affecting the industry in which Parent or any of its Subsidiaries operates to the extent such adverse effect does not disproportionately affect Parent or any of its Subsidiaries; (B) national or

- 73 -

international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, to the extent such adverse effect does not disproportionately affect Parent or any of its Subsidiaries; (C) financial, banking, or securities markets (including any disruption thereof); (D) changes in GAAP to the extent such adverse effect does not disproportionately affect Parent or any of its Subsidiaries; (E) changes in laws, regulations, orders, or other binding directives issued by any Governmental Body to the extent such adverse effect does not disproportionately affect Parent or any of its Subsidiaries; (F) any change in the trading volume or trading price of Parent Common Stock on the NYSE (provided that such exclusion shall not apply to any underlying Effect that may have caused such change in trading volume or trading price); (G) the identity of the Company and its Subsidiaries or the announcement of this Agreement or the transactions contemplated hereby or (H) the failure of Parent to meet projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure may, to the extent applicable, be considered in determining whether there has been, or is reasonably expected to be, a Parent Adverse Effect).

“ Parent Public Disclosure Record ” means all required reports, schedules, forms and other documents (including information incorporated by reference therein) furnished or filed by Parent with the SEC (other than any disclosures contained under the captions “Risk Factors” or “Forward-Looking Statements” and any other disclosures contained therein to the extent they are predictive, cautionary or forward-looking in nature) since January 1, 2015.

“ Payoff Letters ” has the meaning set forth in Section 5.05 .

“ Per Share Cash Consideration ” means the number equal to the quotient of (i) the Merger Consideration Cash plus the aggregate exercise price of all In-the-Money Options divided by (ii) the Company Capitalization.

“ Per Share Closing Consideration ” means the Per Share Closing Cash Consideration plus the Per Share Closing Equity Consideration.

“ Per Share Closing Cash Consideration ” means the number equal to the quotient of (i) the Estimated Cash Merger Consideration, minus the Administrative Escrow Amount divided by (ii) the Company Capitalization, as further adjusted pursuant to Section 2.06 .

“ Per Share Closing Equity Consideration ” means the number of shares of Parent Common Stock equal to the quotient of (i) the Merger Consideration Shares, minus the Indemnity Escrow Shares and minus the Adjustment Escrow Shares divided by (ii) the Company Capitalization.

“ Per Share Equity Consideration ” means the number of shares of Parent Common Stock equal to the quotient of (i) the Merger Consideration Shares divided by (ii) the Company Capitalization.

- 74 -

“ Per Share Merger Consideration ” has the meaning set forth in Section 2.01(a) .

“ Per Share Parent Share Value ” for a specified date means the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of the Parent Common Stock on the NYSE (based on “regular way” trading on the NYSE only) for the consecutive period of five trading days ending on the most recent trading day preceding the specified date.

“ Percentage Interest ” means, with respect to each Stakeholder, an amount calculated at the applicable time equal to the quotient of (i) the number of shares of Common Stock owned of record by such Person as of the Closing plus the number In-the-Money Options held by Person as calculated at the applicable time, (ii) divided by the Company Capitalization.

“ Permits ” means all permits, licenses, franchises and authorizations from any Governmental Body that are required or necessary for the conduct of business or operations of the Company and its Subsidiaries as currently conducted.

“ Permitted Liens ” means (i) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company or one of its Subsidiaries, (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant, (iii) zoning, entitlement, building and other land use regulations imposed by any Governmental Body having jurisdiction over the Leased Real Property which are not violated by the current use and operation of the Leased Real Property, (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Leased Real Property which do not materially impair the occupancy or use of the Leased Real Property for the purposes for which it is currently used in connection with the Company’s and its Subsidiaries’ businesses, (v) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (vi) purchase money Liens, (vii) licenses of Intellectual Property entered into in the ordinary course of business, (viii) other Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money and (ix) those matters identified on Schedule 11.01(c) .

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Body.

“ Plan ” means any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA) and any other written or oral plan, contract or arrangement involving direct or indirect compensation or benefits (other than base salary or wages payable in the ordinary course), including insurance coverage, severance or other termination pay or benefits, change in control, retention, tax gross-up or tax indemnification, holiday pay, vacation pay, fringe benefits, disability benefits, pension, retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, restricted stock or stock units, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement

- 75 -

compensation, maintained or contributed to by the Company or any Subsidiary or ERISA Affiliate for the benefit of any current or former director, officer, employee or consultant of the Company or any Subsidiary, or with respect to which the Company or any Subsidiary has or would reasonably be expected to have any liability; provided, however, that no governmental plan or program outside the United States requiring the mandatory payment of social insurance Taxes or similar contributions to a governmental fund or governmental plan with respect to an employee or other service provider will be considered a “Plan.”

“ Post-Closing Tax Period ” means any taxable period or portion of a taxable period that is not a Pre-Closing Tax Period.

“ Pre-Closing Tax Item ” means any item of loss, deduction, or credit for a Pre-Closing Tax Period.

“ Pre-Closing Tax Period ” means any taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period.

“ Purchaser Representative ” means a “purchaser representative” as defined in Rule 501, acting for, on behalf of or with any Stakeholder who is not an Accredited Investor.

“ Registration Rights Agreement ” means the Registration Rights Agreement, in the form of Exhibit F , to be entered into by Parent, the Stakeholder Representative and each Stockholder party thereto.

“ Representative Losses ” has the meaning set forth in Section 12.03(b)(i) .

“ Resolution ” or “ Resolved ” has the meaning set forth on Schedule 11.01(b) .

“ Retained Event ” has the meaning set forth on Schedule 11.01(b) .

“ Responsible Party ” has the meaning set forth in Section 8.03(a) .

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Secondary Indemnity Holdback ” has the meaning set forth in Section 2.08(b) .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller De Minimis Amount ” has the meaning set forth in Section 8.04(i) .

“ Significant Customer ” has the meaning set forth in Section 3.16(a) .

“ Significant Supplier ” has the meaning set forth in Section 3.16(b) .

“ Spreadsheet ” has the meaning set forth in Section 2.06(b) .

“ Stakeholders ” means the Stockholders and Optionholders.

- 76 -

“ Stockholder Release ” has the meaning set forth in the recitals to this Agreement.

“ Stockholders ” has the meaning set forth in Section 2.01(a) .

“ Straddle Period ” means any taxable period that includes (but does not end on) the Closing Date.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership, limited liability company, or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. Unless the context requires otherwise, each reference to a Subsidiary will be deemed to be a reference to a Subsidiary of the Company. For the avoidance of doubt, Blackhawk Specialty Tools, Angola - LDA is a Subsidiary.

“ Survival Period Termination Date ” has the meaning set forth in Section 8.01 .

“ Surviving Corporation ” has the meaning set forth in Section 1.01 .

“ Tax ” or “ Taxes ” (and, with correlative meaning, “Taxable” and “Taxation”) means (i) all national, federal, state, local, municipal and foreign income, capital gains, profits, franchise, gross receipts, margin, capital, net worth, sales, use, withholding, payroll, estimated, goods and services, value added, ad valorem, alternative or add-on, registration, custom, general business, employment, social security (or similar), disability, workmen’s compensation, business, occupation, unemployment, premium, real property, personal property (tangible and intangible), capital stock, stamp, customs, transfer (including real property transfer or gains), conveyance, severance, production, excise, unclaimed property, escheat, environmental (including Code section 59A), windfall profits and other taxes, governmental fees, withholdings, duties, charges, fees, levies, imposts, license and registration fees and other similar charges and assessments, including any and all interest, fines, penalties, assessments, and additions attributable to or otherwise imposed on or with respect to any such taxes, charges, fees, levies or other assessments, and interest thereon, whether disputed or not, computed on a separate or consolidated, unitary or combined basis, imposed by or on behalf of any Governmental Authority, (ii) any liability for payment of amounts described in clause (i) by operation of law whether as a result of transferee liability, joint and several liability, or for being a member of an affiliated, consolidated, combined, unitary or other group (defined within the meaning of Section 1504(a) of the Code or any similar provision of foreign, state or local applicable law) for any period, (iii) any liability for the payment of amounts described in clause (i) or (ii) as a result of any Tax sharing, Tax allocation, Tax indemnity or other similar agreement or arrangement pursuant to which there is any obligation to make any payments to any Person, other than

- 77 -

agreements or arrangements entered into in the ordinary course of business and not primarily relating to amounts described in clause (i) or (ii).

“ Taxable Presence Activity ” has the meaning set forth in Section 3.08(n) .

“ Taxing Authority ” means any Governmental Body responsible for the imposition, administration, determination, enforcement, assessment or collection of any Tax.

“ Tax Returns ” means any return, report, estimate, declaration, claim for refund or information return (including any schedule, supplement or attachment and including any amendment thereto) filed or required to be filed with any Taxing Authority in connection with the determination, assessment or collection of any Tax.

“ Tax Return Dispute ” has the meaning set forth in Section 10.01(a)(i) .

“ Third Party Claim ” has the meaning set forth in Section 8.03(a) .

“ Transaction Expenses ” means the aggregate fees and expenses of Stakeholders and the Company relating to the transactions contemplated hereby payable to (i) Piper Jaffray & Co., through its Simmons & Company International division and Bain Capital Private Equity, LP (f/k/a Bain Capital Partners, LLC) for financial advisor services, (ii) Ropes & Gray LLP for legal services and (iii) Grant Thornton LLP and PricewaterhouseCoopers International Limited for transaction advisory services, in each case for clauses (i) - (iii) above to the extent unpaid at the time of determination (which, unless otherwise expressly indicated herein, will be the Closing) and to the extent related to the transactions contemplated hereby.

“ Transaction Tax Benefit ” has the meaning set forth in Section 10.01(b)(ii) .

“ Transaction Tax Deductions ” means any item of loss, deduction, or credit permitted by Tax law that results from or is attributable to (including, for clarity, items of loss, deduction, or credit accelerated by) fees, costs, investment banking fees, financial advisory fees, brokerage fees, attorneys’ fees, accountants’ fees and any other expenses of the Company and/or any of its Subsidiaries related to or arising out of the transactions contemplated by this Agreement or reflected as a liability on the Closing Statement, including without limitation any loss, deduction or credit resulting from any repayment or paydown of Indebtedness, any payments in respect of In-the-Money Options, any Transaction Expenses (or amounts that would be Transaction Expenses except for the fact that such expenses were paid prior to Closing), employee bonuses, exercising or cashing out of In-the-Money Options at or prior to the Closing and any debt prepayment fees and capitalized debt costs. The parties agree to apply the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of permitted deductions for any success-based fees.

“ Transfer Taxes ” has the meaning set forth in Section 10.01(d) .

“ Unresolved Claim ” has the meaning set forth in Section 2.08(b) .

- 78 -

“ Unresolved Claim Shares ” has the meaning set forth in Section 2.08(b) .

“ Working Capital Target ” means $ 15,446,000.00.

11.02. Other Definitional Provisions .

(a) Accounting terms which are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.

(b) Any reference to any particular Code section or any other law or regulation will be interpreted to include any revision of or successor to that section, law or regulation regardless of how it is named, numbered or classified.

(c) All references in this Agreement to Exhibits, Disclosure Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Disclosure Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. The table of contents and the titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement and the Exhibits are for convenience only, do not constitute any part of this Agreement or such Exhibit, and will be disregarded in construing the language hereof.

(d) The Exhibits and Disclosure Schedules to this Agreement are incorporated herein for all purposes.

(e) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular section, subsection or other subdivision of this Agreement unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is exclusive, and the word “including” (in its various forms) means including without limitation.

(f) All references to “$” and dollars will be deemed to refer to United States currency unless otherwise specifically provided.

(g) Pronouns in masculine, feminine or neuter genders will be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.

(h) All references to days or months will be deemed references to calendar days or months unless otherwise expressly specified.

(i) All references to time will be deemed to be New York City time unless otherwise expressly specified.

- 79 -

ARTICLE XII

MISCELLANEOUS

12.01. Press Releases and Communications . No press release or public announcement related to this Agreement or the transactions contemplated hereby, or prior to the Closing, any other announcement or communication to the employees, independent contractors, customers or suppliers or other business relations of the Company or any of its Subsidiaries, will be issued or made by any party hereto (or any Affiliate or representative of a party) without the joint prior written approval of Parent and the Company, unless required by law, including stock exchange requirements (in the reasonable opinion of counsel to Parent or the Company, as applicable) in which case Parent and the Company will have the right to review such press release, announcement or communication prior to its issuance, distribution or publication; provided, however, that prior to Closing the foregoing will not restrict or prohibit the Company or any of its Subsidiaries from making any non-public announcement with respect to this Agreement or the transactions contemplated hereby to their respective employees, independent contractors, customers, suppliers and other business relations to the extent the Company or such Subsidiary reasonably determines in good faith that such announcement is necessary or advisable, but Parent and the Company will have the right to review such announcement or communication prior to its issuance, distribution or publication. For the avoidance of doubt, the parties hereto acknowledge and agree that Bain Capital, LP and its Affiliates (except for the Company and its Subsidiaries) may provide general information about the subject matter of this Agreement and the Company and its Subsidiaries (including its and their performance and improvements prior to Closing) in connection with Bain Capital, LP’s fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, unless required by law or applicable stock exchange requirement, in no event will Parent, after the Closing, the Surviving Corporation or any of its Subsidiaries, or any of their respective Affiliates or representatives, have any right to use Bain Capital, LP’s name or mark, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other publicly disseminated document or communication without the express prior written consent of Bain Capital, LP (which may be withheld, conditioned or delayed by Bain Capital, LP in its sole and unfettered discretion).

12.02. Expenses . Except as otherwise expressly provided herein or as set forth in the Reimbursement Agreement, dated August 10, 2016 between Parent and the LLC, each party will pay its own expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement (whether consummated or not).

12.03. Stakeholder Representative .

(a) Appointment.

(i) By voting in favor of the adoption of this Agreement or execution of a Letter of Transmittal, and without any further act of any of the Stakeholders, each Stakeholder shall be deemed to have approved the designation of, and hereby designates, Bain Capital Private Equity, LP (and by execution of this Agreement it hereby accepts such appointment) as representative, agent and

- 80 -

attorney-in-fact for and on behalf of the Stakeholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Stakeholder with respect to any provision in this Agreement and the Escrow Agreement (including full power and authority to act on the Stakeholder’s behalf) to take any action in accordance with and pursuant to the terms of this Agreement and the Escrow Agreement and such other actions on behalf of the Stakeholders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including to (i) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and the Escrow Agreement and any other documents, instruments and/or agreements contemplated thereby (the “ Additional Agreements ,” and each, an “ Additional Agreement ”), (ii) serve as the named party with respect to any claims on behalf of each of the Stakeholders under this Agreement, the Escrow Agreement or any Additional Agreement, (iii) give and receive on behalf of the Stakeholders any and all notices from or to any Stakeholders hereunder or under this Agreement, the Escrow Agreement or any Additional Agreement, (iv) grant any consent or approval on behalf of the Stakeholders under this Agreement, the Escrow Agreement or any Additional Agreement, (v) take all actions and make all filings on behalf of such Stakeholders with any Governmental Body or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, the Escrow Agreement or any Additional Agreement, (vi) agree to, negotiate, enter into settlements and compromises of, comply with orders of courts with respect to, and otherwise administer and handle any claims under this Agreement, the Escrow Agreement or any Additional Agreement on behalf of such Stakeholders, including indemnification claims, (vii) negotiate and execute any waivers or amendments of this Agreement, the Escrow Agreement or any Additional Agreement, (viii) pay or cause to be paid all costs and expenses incurred or to be incurred by or on behalf of the Stakeholders in connection with this Agreement, the Escrow Agreement or any Additional Agreement (including any Agreed Indemnifiable Event, or establish such reserves as the Stakeholder Representative may from time to time determine, in its sole discretion, to be necessary or desirable in connection with the expenses and other costs to be borne by the Stakeholders hereunder (including the Administrative Expense Account), and direct Parent, or the Escrow Agent, as the case may be, to make payment of such amounts to be applied to such reserves in lieu of the payment to the Stakeholders hereunder, and administer the Administrative Expense Account and (xi) make all other elections or decisions (including tax) and take all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by this Agreement, the Escrow Agreement or any Additional Agreement. Without limiting the generality of the foregoing, the Stakeholder Representative shall have full power and authority to interpret all the terms and provisions of this Agreement, the Escrow Agreement and each Additional Agreement and to consent to any amendment hereof or thereof on behalf of all of the Stakeholders including with respect to Stakeholders signing Joinder Agreements; to do or refrain from doing all such further acts and things,

- 81 -

and to execute all such documents, on behalf of all of the Stakeholders as the Stakeholder Representative shall deem necessary or appropriate in conjunction with the transactions contemplated by this this Agreement, the Escrow Agreement or any Additional Agreements and to negotiate, execute and deliver on behalf of all of the Stakeholders all ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the transactions under this this Agreement, the Escrow Agreement and the Additional Agreements, other than the Merger (it being understood that each Stakeholder shall be deemed to have executed and delivered any such documents which the Stakeholder Representative agrees to execute and deliver) including with respect to Stakeholders signing Joinder Agreements. Each Stakeholder hereby agrees to receive correspondence from the Stakeholder Representative, including in electronic form, and after the Closing, notices or communications to or from the Stakeholder Representative shall constitute notices or communications to or from each of the Stakeholders.

(ii) The power of attorney granted in Section 12.03(a) is coupled with an interest and is irrevocable, may be delegated by the Stakeholder Representative and shall survive the death, incapacity, dissolution, liquidation, insolvency or bankruptcy of each Stakeholder. The Stakeholder Representative may resign at any time. Such agency may be changed from time to time by the holders of a majority of the Percentage Interest comprising the Company Capitalization, and any such successor shall succeed the Stakeholder Representative as “Stakeholder Representative” hereunder for all purposes and all references herein to the Stakeholder Representative shall be deemed to refer to such successor. Parent shall be given prompt written notice of any such change and such successor shall have the same power and authority to act for and on behalf of the Stakeholders as provided herein.

(b) Limitation on Liability .

(i) Neither the Stakeholder Representative nor any of its Representatives will be liable to any Stakeholder relating to the performance of the Stakeholder Representative’s duties and obligations under this Agreement, the Escrow Agreement or any Additional Agreements for any errors in judgment or other acts or omissions performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document, except to the extent any act or failure to act constitutes fraud or willful misconduct. The Stakeholder Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue. The Stakeholder Representative and its Representatives will be indemnified and held harmless by the Stakeholders, severally in accordance with their respective Percentage Interest, from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) and all other damages paid or

- 82 -

otherwise incurred in any action, suit, proceeding or claim (collectively, “ Representative Losses ”) arising out of or in connection with the Stakeholder Representative’s execution and performance of this Agreement, the Escrow Agreement or any Additional Agreements, in each case as such Representative Loss is suffered or incurred; provided, however, that in the event it is finally determined by a court of competent jurisdiction that the actions taken or not taken by the Stakeholder Representative constituted willful misconduct (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of the Stakeholder Representative’s good faith and reasonable judgment), the Stakeholder Representative will reimburse the Stakeholders the amount of such indemnified Representative Loss to the extent attributable to such willful misconduct. If not paid directly to the Stakeholder Representative by the Stakeholders, any such Representative Losses may be recovered by the Stakeholder Representative from the Administrative Expense Amount, Indemnity Escrow Amount, Adjustment Escrow Amount or any other amounts being paid by Parent or its Subsidiaries to the Stakeholders from time to time at such time as remaining amounts would otherwise be distributable to the Stakeholders; provided, that while this section allows the Stakeholder Representative to be paid from the Administrative Expense Amount, Indemnity Escrow Amount and Adjustment Escrow Amount, this does not relieve the Stakeholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stakeholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Stakeholder Representative be required to advance its own funds on behalf of the Stakeholders or otherwise. The Stakeholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stakeholder Representative or the termination of this Agreement. The Stakeholder Representative will be fully protected in acting upon any notice, statement or certificate believed by the Stakeholder Representative to be genuine and to have been furnished by the appropriate Person and in acting or refusing to act on any matter unless such belief constitutes willful misconduct.

(ii) The Stakeholder Representative is serving in that capacity solely for purposes of administrative convenience, and is not liable in such capacity or any other capacity for any of the obligations of the Company or its Subsidiaries or the Stakeholders hereunder; and each of Parent, Merger Sub and the Surviving Corporation agree that it will in no event look to the personal assets of the Stakeholder Representative, acting in such capacity or any other capacity, for the satisfaction of any obligations to be performed by the Company or its Subsidiaries hereunder (except to the extent that any Stakeholder Representative is also an Stakeholder, in which case such Stakeholder Representative shall, for the avoidance of doubt, remain liable in its capacity as a Stakeholder under the terms of this Agreement).

(c) Actions of the Stakeholder Representative . Each party hereto shall be entitled to rely exclusively upon any communication given or other action taken by the

- 83 -

Stakeholder Representative on behalf of the Stakeholders and pursuant to this Agreement, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Stakeholder Representative on behalf of the Stakeholders.

12.04. Notices . All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given (a) when personally delivered if received before 5:00 p.m. on a business day at the recipient’s location (otherwise the next business day), (b) when transmitted via confirmed telecopy to the number set out below or electronic mail (if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid)) or (c) the day following the day (except if not a business day then the next business day) on which the same has been delivered prepaid to a reputable national overnight air courier service. Notices, demands and communications, in each case to the respective parties, will be sent to the applicable address set forth below, unless another address has been previously specified in writing:

Notices to Parent and Merger Sub (and, after the Closing, the Surviving Corporation) :

Frank’s International

10260 Westheimer Road, Suite 700

Houston, Texas 77042
Attn: Alejandro Cestero

Email: alex.cestero@franksintl.com

with a mandatory copy to (which will not constitute notice) :

Baker & McKenzie LLP

700 Louisiana Street, Suite 3000

Houston, TX 77002

Attn: Jonathan Newton

Email: Jonathan.Newton@bakermckenzie.com

Notice to the Company (prior to the Closing) :

Blackhawk Group Holdings, Inc.

11936 Brittmoore Park Dr.

Houston, Texas 77041

Attn: Billy Brown, Jr.

Email: billy.brown@blackhawkst.com

with a mandatory copy to (which will not constitute notice) :

c/o Bain Capital, LP

200 Clarendon Street

Boston, MA 02116

Attn: Todd M. Cook and David Hutchins

Email: tcook@baincapital.com; dhutchins@baincapital.com

with a mandatory copy to (which will not constitute notice) :

- 84 -

Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA 02199
Attn: William M. Shields and William E. Mone

Email: william.shields@ropesgray.com

Notice to the Stakeholder Representative :

Bain Capital Private Equity, LP

200 Clarendon Street

Boston, MA 02116

Attn: Kelly Henderson

Email: khenderson@baincapital.com

12.05. Assignment . This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that, other than as contemplated by Section 12.03 , neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party hereto without the prior written consent of the other parties hereto, and any purported assignment or delegation without such consent shall be null and void; provided, however, that Parent may assign its rights and interests, but not its obligations, hereunder to any of its Subsidiaries without the prior written consent of the other parties hereto.

12.06. Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, and the parties will amend or otherwise modify this Agreement to replace any prohibited or invalid provision with an effective and valid provision that gives effect to the intent of the parties to the maximum extent permitted by applicable law.

12.07. Construction . The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any Person. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to sections of this Agreement; provided however, each section of the Disclosure Schedules will be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules to the extent that the relevance of such item to such other section is reasonably apparent from the information provided in the Disclosure Schedules. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Disclosure Schedules or Exhibits is not intended to imply and shall not be read as implying that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened), are material or are within or outside of the ordinary course of business. The information

- 85 -

contained in this Agreement and in the Disclosure Schedules and Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein will be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including any violation of law or breach of contract).

12.08. Amendment and Waiver . Any provision of this Agreement may be amended only in a writing signed by the Company (if prior to the Closing), the Stakeholder Representative (if after the Closing), and Parent, and may be waived only in a writing signed by the party against whom such waiver is to be effective; provided that (a) Section 6.02 will not be amended or waived without the express written consent of the D&O Indemnified Persons, (b) Section 12.01 will not be amended or waived without the express written consent of Bain Capital, LP and (c) Section 12.15 will not be amended or waived without the express written consent of Ropes & Gray LLP. No waiver of any provision hereof or of any breach hereof or default thereunder will extend to or affect in any way any other provision or prior or subsequent breach or default.

12.09. Complete Agreement . This Agreement and the documents referred to herein (including the Confidentiality Agreement) contain the complete agreement by, between and among the parties and supersede any prior understandings, agreements or representations by, between or among the parties, written or oral, which may have related to the subject matter hereof in any way. Prior drafts of this Agreement and the documents referred to herein will be deemed not to provide any evidence as to the meaning of any provision hereof or the intent of the parties with respect hereto and such drafts will be deemed joint work product of the parties. The parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the transactions contemplated by this Agreement exclusively in contract pursuant to and subject to the express terms and provisions of this Agreement; and the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement (except as required by law). Furthermore, the parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction.

12.10. Counterparts . This Agreement, and any amendment hereof made in accordance with Section 12.08 , may be executed in multiple counterparts (including by means of telecopied signature pages or electronic transmission of signature pages in portable document format (.pdf)), any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument.

12.11. Governing Law . This Agreement, and all claims or causes of action (whether at law or in equity, whether in contract, tort, statute or otherwise) arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby will be governed by and construed and enforced in accordance with the internal laws of the State of Delaware applicable to agreements executed and performed entirely within such State.

12.12. Consent to Jurisdiction and Service of Process . Each of the parties to this Agreement hereby irrevocably: (i) submits to the exclusive jurisdiction of the Court of Chancery

- 86 -

of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) in respect of any litigation, action or proceeding (whether at law or in equity, whether in contract, tort, statute or otherwise) arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby; (ii) waives, and agrees not to assert in any way in any such litigation, action or proceeding that it is not subject to the jurisdiction of such courts in any such litigation, that such litigation, action or proceeding may not be brought in or is not maintainable in such courts, that this Agreement may not be enforced in or by such courts, that its property is exempt or immune from execution in connection with such litigation, action or proceeding, that such litigation, action or proceeding is brought in an inconvenient forum, that the venue of such litigation, action or proceeding is improper, or that such litigation, action or proceeding should be dismissed or stayed by virtue of any other litigation, action or proceeding; and (iii) consents to service of process in any such action or proceeding by delivery of such process to such party at its address as provided in Section 12.04 , in addition to any other method of service of process permitted by applicable law; provided, that notwithstanding the foregoing, any party may commence an action or proceeding in any jurisdiction to enforce an order or judgment entered by the courts described in clause (i) above in an action or proceeding described in said clause (i).

12.13. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DESCRIBED IN SECTION 12.11. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.12. A COPY OF THIS SECTION 12.12 MAY BE SUBMITTED TO ANY COURT AS EVIDENCE OF THE CONTENT THEREOF.

12.14. No Third Party Beneficiaries . Sections 6.02 , 7.02 , 8.02(b) , 12.01 and 12.15 of this Agreement are intended for the benefit of, and will be enforceable as third-party beneficiaries by, Bain Capital, LP, the D&O Indemnified Persons, the Indemnitee Affiliates, Ropes & Gray LLP and the Non-Recourse Persons, respectively. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement will or will be construed to give any other Person other than the parties to this Agreement, and their respective successors and permitted assigns, any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

12.15. Representation of Sellers and their Affiliates . Parent will permit, on its own behalf and on behalf of its Subsidiaries (including the Surviving Corporation and its Subsidiaries from and after the Closing), that, following the Closing, Ropes & Gray LLP may serve as counsel to the Stakeholder Representative or Stakeholders and their respective Affiliates in connection with any matters related to this Agreement, the negotiation, execution or performance

- 87 -

of this Agreement or the transactions contemplated hereby, including any litigation, claim or dispute arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, notwithstanding any representation of the Company and any of its Subsidiaries by Ropes & Gray LLP prior to the Closing, but only under the circumstances set forth in this Section 12.15 . Parent, on its own behalf and on behalf of its Subsidiaries (including the Surviving Corporation and its Subsidiaries from and after the Closing), hereby: (a) waives any claim any of them have or may have that Ropes & Gray LLP has or will have a conflict of interest or is or will be otherwise prohibited from engaging in such representation, and (b) agrees that, in the event that a dispute (including litigation) arises after the Closing between Parent or its Subsidiaries (including the Surviving Corporation and any of its Subsidiaries) on the one hand, and Parent or any of their Affiliates, on the other hand, Ropes & Gray LLP may represent the Stakeholder Representative or Stakeholders or any of their Affiliates in such dispute, even though the interests of such Person(s) may be directly adverse to Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries); provided, however, Ropes & Gray LLP may not use any confidential or privileged information (or work-product) of the Company or its Subsidiaries in such representation, other than any confidential or privileged information acquired solely through its representation of Bain Capital, LP and its officers, directors, employees, managers, members, agents, Affiliates (other than the Company or its Subsidiaries) and representatives, so long as such disclosure does not violate or waive the confidential or privileged information of the Company. Parent, on its own behalf and on behalf of its Subsidiaries (including the Surviving Corporation and its Subsidiaries from and after the Closing), also further covenants and agrees that, solely as to the content of any communications between Ropes & Gray LLP and any of the Company, its Subsidiaries, Stakeholder Representative, Stakeholders or Stakeholders’ Affiliates and representatives prior to Closing, that relate only to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby (and not the underlying business or operations of the Company or its Subsidiaries), the attorney-client privilege and the expectation of client confidence belongs and shall belong to Stakeholders and shall be controlled by the Stakeholders Representative and will not pass to or be claimed by Parent or its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries from and after the Closing), and none of Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries from and after the Closing) will access any such limited communications or use them in any way in contravention of this Section 12.15 . In addition, from and after the Closing, all of the client files and records of or in the possession of Ropes & Gray LLP solely related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby for the period prior to Closing (but expressly excluding the underlying business or operations of the Company or its Subsidiaries) will be property of the Stakeholder and controlled by the Stakeholders Representative, and none of Parent or any of its respective Subsidiaries (including the Surviving Corporation and its Subsidiaries from and after the Closing) will retain any copies of such records of which it is aware or have or seek any access to them other than to the extent they relate solely to the business or operations of the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that after the Closing a dispute arises between Parent or any of its Affiliates (including the Surviving Corporation or any of its Subsidiaries from and after the Closing) and a party other than the Stakeholders (or any Affiliate of the Stakeholders), then Parent or any of its Affiliates (including the Surviving Corporation and its Subsidiaries from

- 88 -

and after the Closing) may assert the attorney-client privilege to prevent disclosure of confidential communications by the Stakeholders or Ropes & Gray LLP to such third party; provided, however, that Parent and any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries from and after the Closing) may not waive such privilege (other than with respect to matters relating to the underlying business or operations of the Company or its Subsidiaries) without the prior written consent of the Stakeholders (which may not be unreasonably withheld, conditioned or delayed by the Stakeholders Representative).

12.16. No Recourse .

(a) This Agreement may only be enforced against, and any claim or litigation arising out of or related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be brought against the named parties to this Agreement or joining as a party hereto pursuant to Section 12.19 (and their successors and permitted assigns) and then only with respect to the specific obligations set forth herein of the named parties to this Agreement and subject to the terms, conditions and limitations hereof. Except as expressly set forth herein, no past, present or future direct or indirect stockholder, equityholder, controlling Person, director, officer, employee, incorporator, member, manager, partner, Affiliate, agent, attorney or representative of the Company, on the one hand, or Parent and Merger Sub, on the other hand or their Subsidiaries or any of their respective Affiliates, or the heirs, executors, administrators, estates, successors and assigns of any of the foregoing (collectively, the “ Non-Recourse Persons ”), will have or be subject to any liability or obligation whatsoever (whether at law or in equity, whether in contract, in tort, in statute or otherwise) to Parent or Merger Sub, on the one hand, or the Company on the other hand or any other Person arising out of or related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including with respect to the distribution to Parent or Merger Sub, or Parent’s or Merger Sub’s, on the one hand, or the Company or the Company’s on the other hand, use of, or reliance on, any information, documents, projections, forecasts or other material made available such parties in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement; and each party hereto hereby irrevocably waives and releases any liabilities and obligations against any such Persons.

(b) In connection with the investigation by the Company of Parent and Merger Sub and its Subsidiaries, it has received or may receive certain projections, forward-looking statements and other forecasts and certain business plan information. The Company acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertainties, that it is taking full responsibility for making its own evaluation of the completeness, adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished or available to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that it will have no, and will not assert any, claim against any Person with respect thereto. Accordingly, it acknowledges, covenants and agrees that none of Parent or Merger Sub,

- 89 -

nor any Non-Recourse Persons make or have made any representation or warranty with respect to, and it has not relied and is not relying on, any such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

(c) In connection with the investigation by Parent and Merger Sub of the Company and its Subsidiaries, each has received or may receive certain projections, forward-looking statements and other forecasts and certain business plan information. Parent and Merger Sub acknowledge and agree that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that each is familiar with such uncertainties, that each is taking full responsibility for making its own evaluation of the completeness, adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished or available to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that each will have no, and will not assert any, claim against any Person with respect thereto. Accordingly, each acknowledges, covenants and agrees that none of the Stakeholders, the Company or its Subsidiaries, nor any Non-Recourse Persons make or have made any representation or warranty with respect to, and each has not relied and is not relying on, any such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

12.17. Conflict Between Transaction Documents . To the extent any terms and provisions of this Agreement are in any way inconsistent with or in conflict with any term, condition or provision of any other agreement, document or instrument contemplated hereby, this Agreement will govern and control.

12.18. Specific Performance; Remedies . The parties hereto agree that irreparable harm would occur in the event that the Closing is not consummated in accordance with the terms of this Agreement, and that money damages or other legal remedies would not be an adequate remedy for any such harm. Accordingly, the parties hereto acknowledge and hereby covenant and agree that in the event of any breach or threatened breach of the covenants, agreements or obligations set forth in this Agreement, then in addition to any other remedy available at law or in equity, the non-breaching party will be entitled to an injunction or injunctions to prevent or restrain any breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to enforce compliance with the covenants, agreements and obligations under this Agreement. Each party hereby covenants and agrees not to raise, and irrevocably waives, any objections to the availability of such relief that a remedy at law would be adequate and that a bond or other security shall be required.

12.19. Joinder . The Parties hereto acknowledge that certain Stakeholders shall join as signatories and parties to this Agreement pursuant to a Joinder Agreement or other agreement or instrument, without any further action required by any of the parties hereto .



		* * * * *

- 90 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Plan of Merger on the day and year first above written.

PARENT :

FRANK’S INTERNATIONAL N.V.

By: /s/ Gary P. Luquette

Name: Gary P. Luquette

Title: President and Chief Executive Officer

MERGER SUB :

FI TOOLS HOLDINGS, LLC

/s/ Alejandro Cestero_____

on behalf of Frank’s International N.V.

its Sole Member

- 91 -

COMPANY :

BLACKHAWK GROUP HOLDINGS, INC.

By: /s/ Billy L. Brown, Jr.

Name: Billy L. Brown, Jr.

Title: President and Chief Executive Officer

- 1 -

STAKEHOLDER REPRESENTATIVE :

BAIN CAPITAL PRIVATE EQUITY, LP

By: /s/ Todd Cook

Name: Todd Cook

Title: Managing Director

- 2 -

Exhibit 10.15

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) dated the 15th day of November, 2016, by and between Frank’s International N.V., a public limited liability company organized and existing under the laws of The Netherlands (the “ Company ”), and Douglas Stephens, an individual (“ Indemnitee ”).

RECITALS

A. Competent and experienced persons may be reluctant to serve or to continue to serve as directors, officers or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities on behalf of the corporation.

B. The current uncertainties relating to the availability of adequate insurance have increased the difficulty of attracting and retaining competent and experienced persons to serve in such capacity.

C. The supervisory board of the Company (the “ Supervisory Board ”) has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and experienced persons to serve as directors of the Company, that this situation is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of adequate protection in the future.

D. As a supplement to and in the furtherance of the Company’s Articles of Association, as amended (the “ Articles ”), it is reasonable, prudent, desirable and necessary for the Company contractually to obligate itself to indemnify, and to pay in advance expenses on behalf of, directors and officers to the fullest extent permitted by Applicable Law, consistent with the Company’s Liability Insurance, so that they will serve or continue to serve the Company free from concern that they will not be so indemnified and that their expenses will not be so paid in advance;

E. This Agreement is not a substitute for, nor is it intended to diminish or abrogate any rights of Indemnitee under, Liability Insurance, the Articles, any resolutions adopted pursuant thereto (including any contractual rights of Indemnitee that may exist) or otherwise;

F. Indemnitee is a director or officer of the Company and his or her willingness to continue to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her to the fullest extent permitted by Applicable Law, consistent with the Company’s Liability Insurance, and upon the other undertakings set forth in this Agreement.

AGREEMENT

NOW, THEREFORE , in consideration of the premises and covenants contained herein, the Company and Indemnitee hereby agree as follows:

ARTICLE 1
CERTAIN DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth below:

“ Applicable Law ” means the laws of The Netherlands.

“ Claims ” means any and all liabilities, claims, judgments, fines (including excise taxes and penalties assessed with respect to employee benefit plans), penalties and all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

“ Corporate Status ” means the status of a person who is or was a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of the Company or of any other Enterprise which such person is or was serving at the request of the Company. In addition to any service at the actual request of the Company, Indemnitee will be deemed, for purposes of this Agreement, to be serving or to have served at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another Enterprise if Indemnitee is or was serving as a director, officer, employee, partner, member, manager, fiduciary, trustee or agent of such Enterprise and (i) such Enterprise is or at the time of such service was a Controlled Affiliate, (ii) such Enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate or (iii) the Company or a Controlled Affiliate caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity on its behalf.

“ Controlled Affiliate ” means any corporation, limited liability company, partnership, joint venture, trust or other Enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of an Enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided , however , that direct or indirect beneficial ownership of capital stock or other interests in an Enterprise entitling the holder to cast 10% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such Enterprise will be deemed to constitute “control” for purposes of this definition.

“ Disinterested Director ” means a director of the Company who is not and was not a party to the Legal Action, decision or Enterprise action in respect of which indemnification is sought by Indemnitee.

“ Enterprise ” means the Company and any other corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other entity or other enterprise of which Indemnitee is or was serving at the request of the Company in a Corporate Status.

“ Expenses ” means all reasonable expenses, including attorney’s fees and litigation costs, paid o r incurred in connection with a Legal Action, or in connection with seeking indemnification under this Agreement. Expenses will also include Expenses reasonably paid or incurred in connection with any appeal resulting from any Legal Action. Notwithstanding the foregoing, the Company’s obligation to pay “Expenses” is limited to Expenses incurred after written notice is given to the Company of a Legal Action. When a Legal Action subject to the indemnity obligation in this Agreement presents both matters that are covered by the indemnity obligation and matters that are not, Expenses shall refer solely to Expenses incurred for the defense of those parts of the Legal Action that are covered by the indemnity obligation in this Agreement

“ Independent Counsel ” means an attorney or firm of attorneys that is experienced in matters of corporation law in the appropriate jurisdictions and neither currently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement and/or the indemnification provisions of the Articles, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Legal Action giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“ Legal Action ” means any expected, threatened, pending or completed action, investigation, or other proceeding, whether civil, criminal or administrative, and in each case commenced after the date of this Agreement, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of or relating to Indemnitee’s Corporate Status and by reason of or relating to either (i) any action or alleged action taken by Indemnitee (or failure or alleged failure to act) or of any action or alleged action (or failure or alleged failure to act) on Indemnitee’s part, while acting in his or her Corporate Status or (ii) the fact that Indemnitee is or was serving at the request of the Company as director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another Enterprise, in each case whether or not serving in such capacity at the time any Loss or Expense is paid or incurred for which indemnification or advancement of Expenses can be provided under this Agreement, except one initiated by Indemnitee to enforce his or her rights under this Agreement.

“ Liability Insurance ” means such director and officer liability insurance (or the equivalent), which the Company purchases for the benefit of its directors and officers.

“ Management Board ” means the management board of the Company.

“ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, stichting , commanditaire vennootschap , besloten vennootschap , a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

References to “serving at the request of the Company” include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan will be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to under applicable law or in this Agreement.

ARTICLE 2
SERVICES TO THE COMPANY

2.1 Services to the Company . Indemnitee agrees to serve as an officer or as a director on the Company’s Supervisory Board. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company will have no obligation under this Agreement to continue Indemnitee in such position. This Agreement will not be construed as giving Indemnitee any right to be retained as an officer, as a director on the Company’s Supervisory Board or in any other position with the Company (or any other Enterprise).

ARTICLE 3
INDEMNIFICATION

3.1 Company Indemnification . Except as otherwise provided in this Article 3, if Indemnitee was, is or becomes a party to, or was or is threatened to be made a party to, or was or is otherwise involved in, any Legal Action, the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by the Articles and Applicable Law, as the same exists or may hereafter be amended, interpreted or replaced, against any and all Expenses, Claims or amounts paid in settlement, and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are paid or incurred by Indemnitee in connection with such Legal Action.

3.2 Mandatory Indemnification if Indemnitee is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement (other than Section 6.9), to the extent that Indemnitee has been successful, on the merits or otherwise, in defense of any Legal Action or any part thereof, the Company will indemnify Indemnitee against all Expenses that are paid or incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Legal Action, but is successful, on the merits or otherwise, as to one or more but fewer than all Claims, issues or matters in such Legal Action, the Company will indemnify and hold harmless Indemnitee against all Expenses paid or incurred by Indemnitee in connection with each successfully resolved Claim, issue or matter on which Indemnitee was successful. For purposes of this Section 3.2, the termination of any Legal Action, or any Claim, issue or matter in such Legal Action, by dismissal with or without prejudice will be deemed to be a successful result as to such Legal Action, Claim, issue or matter.

3.3 Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Legal Action to which Indemnitee is not a party, the Company will advance all

reasonable expenses and indemnify Indemnitee against all Expenses paid or incurred by Indemnitee on his or her behalf in connection therewith.

3.4 Exclusions . Notwithstanding any other provision of this Agreement, the Company will not be obligated under this Agreement to provide indemnification in connection with the following:

(a) Any Legal Action (or part of any Legal Action) initiated or brought voluntarily by Indemnitee against the Company or its directors, officers, employees or other indemnities, unless the Management Board has authorized or consented to the initiation of the Legal Action (or such part of any Legal Action) with approval of the Supervisory Board.

(b) An accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute or for any Claims to the extent that they represent the gain in fact of any profit or advantage to which the Indemnitee is not legally entitled.

(c) If a court of competent jurisdiction has made a final and binding judgment that the act or omission of the Indemnitee can be characterized as a result of willful misconduct ( opzet ), willful recklessness ( bewuste roekeloosheid ) or serious culpability ( ernstig verwijt ) under Applicable Law.

(d) For any Legal Action arising out of, based upon or attributable to the committing in fact by the Indemnitee of any deliberate criminal or deliberate fraudulent act.

ARTICLE 4
ADVANCEMENT OF EXPENSES

4.1 Expense Advances . Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter an “ Expense Advance ”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of the Supervisory Board; provided , however , that an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “ Undertaking ”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles or Applicable Law. An Expense eligible for an

Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4.

4.2 Exclusions . Indemnitee will not be entitled to any Expense Advance in connection with any of the matters for which indemnity is excluded pursuant to Section 3.4.

4.3 Timing . An Expense Advance pursuant to Section 4.1 will be made within fifteen business days after the resolution of the Management Board is approved by the Supervisory Board with respect to such Expense Advance; provided , however , that no such Expense Advance will be made by the Company prior to receipt by the Company of the Undertaking.

ARTICLE 5
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY

5.1 Contribution by Company . To the fullest extent permitted by Applicable Law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount of Expenses and Claims incurred or paid by Indemnitee in connection with any Legal Action in proportion to the relative benefits received by the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, from the transaction from which such Legal Action arose; provided , however , that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Claims, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, will be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passive.

5.2 Indemnification for Contribution Claims by Others . To the fullest extent permitted by Applicable Law, the indemnification herein will include claims of contribution which may be brought by other officers, directors or employees of the Company who may be jointly liable with Indemnitee for any Loss or Expense arising from a Legal Action.

ARTICLE 6
PROCEDURES AND PRESUMPTIONS FOR THE
DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

6.1 Notification of Claims; Request for Indemnification . Indemnitee agrees to notify promptly the Company in writing of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement; provided , however , that a delay in giving such notice will not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, the Company did not otherwise learn of the

Legal Action and such delay is materially prejudicial to the Company’s ability to defend or to obtain coverage under the Company’s Liability Insurance for such Legal Action; and, provided , further , that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Legal Action. The omission to notify the Company will not relieve the Company from any liability for indemnification which it may have to Indemnitee otherwise than under this Agreement. Indemnitee may deliver to the Company a written request to have the Company indemnify and hold harmless Indemnitee in accordance with this Agreement. Subject to Section 6.9, such request may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written request for indemnification, Indemnitee’s entitlement to indemnification shall be determined according to Section 6.2. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Management Board in writing that Indemnitee has requested indemnification. The Company will be entitled to participate in any Legal Action at its own expense.

6.2 Determination of Right to Indemnification . Upon written request by Indemnitee for indemnification pursuant to Section 6.1 hereof with respect to any Legal Action, a determination with respect to Indemnitee’s entitlement thereto will be made by one of the following, at the election of the Company: (1) so long as there are Disinterested Directors with respect to such Legal Action, a majority vote of the Disinterested Directors, even though less than a quorum of the Supervisory Board, (2) so long as there are Disinterested Directors with respect to such Legal Action, a committee of such Disinterested Directors designated by a majority vote of such Disinterested Directors, even though less than a quorum of the Supervisory Board or (3) Independent Counsel in a written opinion delivered to the Supervisory Board, a copy of which will also be delivered to Indemnitee. The election by the Company to use a particular person, persons or entity to make such determination is to be included in a written notification to Indemnitee. The person, persons or entity chosen to make a determination under this Agreement of the Indemnitee’s entitlement to indemnification shall act reasonably and in good faith in making such determination.

6.3 Selection of Independent Counsel . If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel

unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

6.4 Burden of Proof . In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination will presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption will have the burden of proof. Indemnitee will be deemed to have acted in good faith if Indemnitee’s action with respect to a particular Enterprise is based on the records or books of account of such Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise; provided , however this sentence will not be deemed to limit in any way the other circumstances in which Indemnitee may be deemed to have met the appropriate standard of conduct and provided further that this sentence shall not excuse fraudulent or other knowing improper actions taken by Indemnitee. In addition, the knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of such Enterprise will not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

6.5 No Presumption in Absence of a Determination or As Result of an Adverse Determination; Presumption Regarding Success . Neither the failure of any person, persons or entity chosen to make a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief to make such determination, nor an actual determination by such person, persons or entity that Indemnitee has not met such standard of conduct or did not have such belief, prior to or after the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under this Agreement under Applicable Law, will be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In addition, the termination of any Legal Action by settlement approved by the Management Board and Supervisory Board (whether with or without court approval) or upon a plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by this Agreement or Applicable Law.

6.6 Timing of Determination . The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 6.2 to be made as promptly as practicable after Indemnitee has submitted a written request for indemnification pursuant to Section 6.1.

6.7 Timing of Payments . All payments of Expenses, including any Expense Advance, and other amounts by the Company to the Indemnitee pursuant to this Agreement will be made as soon as practicable after a written request or demand therefor by Indemnitee is presented to the Company, but in no event later than 30 days after (i) such demand is presented or (ii) such later date as a determination of entitlement to indemnification is made in accordance with Section 6.6, if applicable; provided , however , that an Expense Advance will be made within the time provided in Section 4.3 hereof.

6.8 Cooperation . Indemnitee will cooperate with the person, persons or entity making a determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination will be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

6.9 Time for Submission of Request . Indemnitee will be required to submit any request for Indemnification pursuant to this Article 6 within a reasonable time, not to exceed two years, after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere (or its equivalent) or other full or partial final determination or disposition of the Legal Action (with the latest date of the occurrence of any such event to be considered the commencement of the two year period).

ARTICLE 7
LIABILITY INSURANCE

7.1 Liability Insurance . The Company will use its reasonable endeavors to obtain and maintain a policy or policies of Liability Insurance with one or more reputable insurance companies providing Indemnitee with coverage in such amount as will be determined by the Supervisory Board for Claims and Expenses paid or incurred by Indemnitee as a result of acts or omissions of Indemnitee in his or her Corporate Status, and to ensure the Company’s performance of its indemnification obligations under this Agreement, to the extent that a policy covering the indemnification obligations under this Agreement is reasonably attainable; provided , however , in all policies of director and officer liability insurance obtained by the Company, Indemnitee will be named as an Insured in such manner as to provide Indemnitee with the same rights and benefits as are afforded to the other directors or officers, as applicable, of the Company under such policies. Any reductions to the amount of director and officer liability insurance coverage maintained by the Company as of the date hereof will be subject to the approval of the Supervisory Board.

7.2 Notice to Insurers . If, at the time of receipt by the Company of a notice from any source of a Legal Action as to which Indemnitee is a party or participant, the Company will give prompt notice of such Legal Action to the insurers in accordance with the procedures set forth in the respective policies, the Company will provide Indemnitee with a copy of such notice. The Company will thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Legal Action in accordance with the terms of such policies.

7.3 Cooperation with Company . The Indemnitee will cooperate in all ways with the Company and its counsel and, if required by the Company, with the insurers issuing the Company’s Liability Insurance, to the extent the Company deems such cooperation reasonably necessary in connection with the tender, evaluation, investigation, and pursuant of insurance coverage for any Legal Action.

ARTICLE 8
REMEDIES OF INDEMNITEE

8.1 Action by Indemnitee . In the event that (i) a determination is made pursuant to Article 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) an Expense Advance is not timely made pursuant to Section 4.3 of this Agreement, (iii) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 6.6 or (iv) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.7, Indemnitee will be entitled to seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association; such award to be made within 60 days following the filing of the demand for arbitration. The provisions of the laws of the State of Texas (without regard to its conflict of laws rules that would cause the application of the laws of another jurisdiction) will apply to any such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

8.2 Company Bound by Favorable Determination by Reviewing Party . If a determination is made that Indemnitee is entitled to indemnification pursuant to Article 6, the Company will be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Article 8, absent (i) a misstatement by Indemnitee of a material fact or an omission of a material fact necessary to make Indemnitee’s statements in connection with the request for indemnification not materially misleading or (ii) a prohibition of such indemnification under Applicable Law.

8.3 Company Bound by Provisions of this Agreement . The Company and Indemnitee will each be precluded from asserting in any judicial or arbitration proceeding commenced pursuant to this Article 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such judicial or arbitration proceeding that the Company is bound by all the provisions of this Agreement.

ARTICLE 9
NON-EXCLUSIVITY, SUBROGATION; NO DUPLICATIVE PAYMENTS

9.1 Non-Exclusivity . The rights of indemnification and to receive Expense Advances as provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under Applicable Law, the Articles, any agreement, a vote of stockholders, a resolution of the directors or otherwise. To the extent Indemnitee otherwise would have any greater right to indemnification or payment of any advancement of Expenses under any other provisions under Applicable Law, the Articles, any agreement, vote of stockholders, a resolution of directors or otherwise, Indemnitee will be entitled under this Agreement to such greater right. No amendment, alteration or repeal of this Agreement or of any provision hereof limits or restricts any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in Applicable Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Articles and this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy will be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

9.2 Subrogation . In the event of any payment by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect thereto, including rights under any policy of insurance or other indemnity agreement or obligation, and Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights (it being understood that all of Indemnitee’s reasonable Expenses related thereto will be borne by the Company).

9.3 No Duplicative Payments . The Company will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or any Expense for which advancement is provided) hereunder if and to the extent that Indemnitee is otherwise entitled to receive such payment under any insurance policy, contract, agreement or otherwise. The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Legal Actions relating to Indemnitee’s service at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount Indemnitee is actually entitled to receive as indemnification or advancement of Expenses from such other Enterprise. Subject to Section 4.1, the indemnity obligations of this Agreement shall apply in excess of the Company’s Liability Insurance and to any other insurance or indemnities available to the Indemnitee.

ARTICLE 10
DEFENSE OF PROCEEDINGS

10.1 Company Assuming the Defense . In the event the Company is obligated to pay in advance the Expenses of any Legal Action pursuant to Article 4, the Company will be entitled,

by written notice to Indemnitee, to assume the defense of such Legal Action, with counsel approved by Indemnitee, which approval will not be unreasonably withheld or delayed. The Company will identify the counsel it proposes to employ in connection with such defense as part of the written notice sent to Indemnitee notifying Indemnitee of the Company’s election to assume such defense, and Indemnitee will be required, within ten days following Indemnitee’s receipt of such notice, to inform the Company of its approval of such counsel or, if it has objections, the reasons therefor. If such objections cannot be resolved by the parties, the Company will identify alternative counsel, which counsel will also be subject to approval by Indemnitee in accordance with the procedure described in the prior sentence. In the absence of an actual conflict of interest that would prevent defense counsel from representing both the Indemnitee and other defendants in the Legal Action, the Indemnitee agrees that the Company may assign defense counsel to represent Indemnitee and other defendants in that Legal Action.

10.2 Right of Indemnitee to Employ Counsel . Following approval of counsel by Indemnitee pursuant to Section 10.1 and retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Legal Action; provided , however , that (a) Indemnitee has the right to employ counsel in any such Legal Action at Indemnitee’s expense and (b) the Company will be required to pay the fees and expenses of Indemnitee’s counsel if (i) the employment of counsel by Indemnitee is authorized by the Company, (ii) an actual conflict of interest arises between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of such defense or representation by such counsel retained by the Company and the Company has not appointed new counsel without such conflict of interest to represent the Indemnitee or (iii) the Company does not continue to retain such counsel approved by the Indemnitee and the Company has not appointed new counsel to represent the Indemnitee in accordance with Section 10.1.

ARTICLE 11
SETTLEMENT

11.1 Company Bound by Provisions of this Agreement . Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Legal Action effected without the Company’s prior written consent, which consent shall not be unreasonably withheld.

11.2 When Indemnitee’s Prior Consent Required . The Company will not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) contains any non-monetary remedy imposed on Indemnitee or a Loss for which Indemnitee is not wholly indemnified hereunder or (ii) with respect to any Legal Action with respect to which Indemnitee is made a party or a participant or is otherwise entitled to seek indemnification hereunder, does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Legal Action. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided , however , Indemnitee may withhold consent to any settlement that does not provide a full and unconditional release of Indemnitee from all liability in respect of such Legal Action.

ARTICLE 12
DURATION OF AGREEMENT; PERIOD OF LIMITATIONS

12.1 Duration of Agreement . This Agreement will continue until and terminate upon the latest of (a) the statute of limitations applicable to any claim that could be asserted against an Indemnitee with respect to which Indemnitee may be entitled to indemnification and/or an Expense Advance under this Agreement, (b) ten years after the date that Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer, employee, partner, member, manager, fiduciary or agent of any other Enterprise which Indemnitee served at the request of the Company, or (c) if, at the later of the dates referred to in (a) and (b) above, there is pending a Legal Action in respect of which Indemnitee is granted rights of indemnification or the right to an Expense Advance under this Agreement or a Legal Action commenced by Indemnitee pursuant to Article 8 of this Agreement, one year after the final termination of such Legal Action, including any and all appeals.

ARTICLE 13
MISCELLANEOUS

13.1 Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof; provided , however , it is agreed that the provisions contained in this Agreement are a supplement to, and not a substitute for, any provisions regarding the same subject matter contained in the Articles and any employment or similar agreement between the parties.

13.2 Assignment; Binding Effect; Third Party Beneficiaries . No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party and any such assignment by a party without prior written approval of the other parties will be deemed invalid and not binding on such other parties. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors, permitted assigns, heirs, executors and personal and legal representatives. There are no third party beneficiaries having rights under or with respect to this Agreement.

13.3 Notices . All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and be given by personal delivery, by certified or registered mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as follows (or to such other address as any party may give in a notice given in accordance with the provisions hereof):

If to the Company:

Frank’s International N.V.

Mastenmakersweg 1

1786 PB Den Helder, The Netherlands

Attention: Alejandro Cestero

Facsimile: (281) 558-2980

with a copy to:

Frank’s International N.V.

10260 Westheimer Rd.

Houston, Texas 77042

Attention: Alejandro Cestero

Facsimile: (281) 558-2980

If to Indemnitee:

Douglas Stephens

10260 Westheimer, Suite 700

Houston, TX 77042

Facsimile: (281) 558-2980

All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.

13.4 Specific Performance; Remedies . Each party acknowledges and agrees that the other party would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any court having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided for herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

13.5 Submission to Jurisdiction . Any Legal Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may only be

brought in any courts in the State of Texas, which will be the exclusive and only proper forums for adjudicating such Legal Action, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such Legal Action and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such Legal Action in any such court or that any such Legal Action brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

13.6 Headings . The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

13.7 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law principles.

13.8 Amendment . This Agreement may not be amended or modified except by a writing signed by all of the parties.

13.9 Extensions; Waivers . Any party may, for itself only, (i) extend the time for the performance of any of the obligations of any other party under this Agreement, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

13.10 Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

13.11 Counterparts; Effectiveness . This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, which

delivery may be made by exchange of copies of the signature page by facsimile or other electronic transmission.

13.12 Construction . This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant. Time is of the essence in the performance of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.



		FRANK'S INTERNATIONAL N.V.



		By:	/s/ Alejandro Cestero
		Name:	Alejandro Cestero
		Title:	Senior Vice President, General Counsel and
			Secretary



		Indemnitee



			/s/ Douglas Stephens
		Name:	Douglas Stephens

Exhibit 10.17



EMPLOYEE:	Burney J. Latiolais, Jr.


POSITION / TITLE:	Executive Vice President, Global Operations


CLASSIFICATION:	Exempt/Full Time


EFFECTIVE DATE:	October 5, 2016


BASE COMPENSATION:	$ 400,000.00 per year (includes auto allowance)



STI:	100% of base salary at 100% of Target

LTI:	Annual RSU or Performance Grants awarded at 100% of base
	salary at 100% of Target. 3 Year graded vesting

VACATION:	No Change

Acceptance of Offer:

/s/ BURNEY J. LATIOLAIS, JR.

Burney J. Latiolais, Jr.

October 4, 2016

Date

Exhibit 10.18

SEPARATION, CONSULTING, AND GENERAL RELEASE AGREEMENT

This SEPARATION, CONSULTING, AND GENERAL RELEASE AGREEMENT (this “ Agreement ”) is entered into by and between Gary P. Luquette (“ Executive ”), Frank’s International LLC, a limited liability company (the “ Employer ”), and Frank’s International N.V., a limited liability company organized under the laws of the Netherlands (“ FINV ,” and collectively with the Employer, the “ Company ”), effective as of November 11, 2016. The Company and Executive are referred to herein individually as a “ Party ” and collectively as the “ Parties .”

WHEREAS , as of the Separation Date (as defined below), Executive will no longer be employed by the Employer or any other Released Party (as defined below);

WHEREAS , FINV and Executive previously entered into those certain Employee Restricted Stock Unit Agreements, each dated February 23, 2016 (collectively, the “ 2016 RSUs ”);

WHEREAS , Executive is eligible for certain deferred compensation pursuant to the Frank’s Executive Deferred Compensation Plan, as amended and restated effective January 1, 2009 (the “ EDC Plan ”), and the Parties acknowledge that payments under the EDC Plan are not subject to a release and are not consideration for this Agreement;

WHEREAS , the Parties wish for Executive to receive certain payments and benefits, which, to the extent provided herein, are conditioned upon Executive’s entry into this Agreement and his entry into (and non-revocation of) the Confirming Release (as defined below), each in the time provided to do so, and Executive’s compliance with the terms of this Agreement;

WHEREAS , the Company wishes to have the right to receive, following the Separation Date, certain consulting services from Executive in his capacity as an independent contractor and special advisor to the Company and the Board of Supervisory Directors of FINV (the “ Board ”), and Executive wishes to provide such services; and

WHEREAS , the Parties wish to resolve any and all claims that Executive has or may have against the Company or any of the Released Parties, including any claims that Executive may have arising out of Executive’s employment or the end of such employment;

NOW, THEREFORE , in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

1. Separation from Employment and Relief of Duties as President and Chief Executive Officer .

(a) The Parties acknowledge and agree that, unless earlier terminated for “ Cause ” (as defined in the 2016 RSUs) or due to Executive’s resignation, death, or “ Disability ” (as defined in the 2016 RSUs), Executive’s employment with the Employer will continue until the earlier of: (i) December 31, 2016; or (ii) the date that the Employer provides written notice to Executive that his employment will terminate for a reason other than Cause or Disability (the earlier of the dates

in the immediately preceding clauses (i) or (ii) is referred to herein as the “ Separation Date ”). If the Separation Date occurs prior to December 31, 2016 by reason of Executive’s termination for Cause, the terms and conditions of this Agreement shall be automatically voided in their entirety and without any effect.

(b) Executive will cease to be President and Chief Executive Officer of FINV and the Employer as of the close of business on November 14, 2016 (referred to herein as the “ Transition Date ”). As of the Transition Date, Executive will resign as an officer of FINV and all of its subsidiaries.

(c) During the period between the Transition Date and the Separation Date (the “ Transition Period ”), Executive shall serve as Special Advisor to the Company, and all of Executive’s services and activities for the Company performed during the Transition Period (other than his continued duties as a member of the Board) shall be subject to the direction of the Board and the newly appointed Chief Executive Officer and President of the Company. During the Transition Period, Executive’s compensation and benefits shall continue as in effect immediately prior to the Transition Date, provided Executive timely executes and returns this Agreement as set forth under Section 2(b)(i) below.

(d) Following the Separation Date, Executive will have no further employment relationship with the Employer or any other Released Party. Executive will continue to serve as a member of the Board until the Annual General Meeting of FINV shareholders scheduled for May 2017 (except to the extent of any earlier removal or resignation from the Board that occurs in accordance with the governance requirements applicable for membership on the Board) but will not stand for reelection to the Board at such meeting. Following the Separation Date, Executive will have no other service relationship with the Company and receive no other compensation or benefits from the Company, except as provided in this Agreement.

2. Transition Payment and Benefits.

(a) Following the Separation Date (and in no event later than as required by applicable law or pursuant to the terms of the applicable compensatory arrangement), Executive shall receive: (i) all accrued and unpaid salary through the Separation Date, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with the business and travel expense policies of the Company, and (iii) benefits to which Executive is entitled under the terms of any applicable benefit plan or program of the Company, including the EDC Plan (such amounts set forth in (i), (ii), and (iii) shall be collectively referred to herein as the “ Accrued Rights ”). For the sake of clarity, the Parties agree that no annual bonus shall be paid to Executive pursuant to the Company’s short-term incentive program for 2016.

(b) If Executive: (1) timely executes this Agreement and returns an executed copy to the Company such that it is delivered to the Company’s General Counsel at the Company’s principal office in Houston, Texas on or before November 12, 2016; (2) in accordance with Section 8 and Exhibit A , timely executes, and does not revoke in the time provided to do so, the Confirming Release of Claims that is attached to this Agreement as Exhibit A (the “ Confirming Release ”); (3) remains continuously employed by Employer through December 31, 2016 or such

earlier date, if any, that the Employer may provide written notice to Executive that his employment will terminate for a reason other than Cause; and (4) complies with each of Executive’s obligations and covenants set forth in this Agreement (including the terms and covenants set forth in Section 5 below), then:

(i) The Employer shall provide to Executive a consulting payment of $750,000, which amount shall be paid in substantially equal monthly installment payments over the 12-month consulting period that follows the Separation Date, which payments shall begin no later than the 60 ^th day following the Separation Date or as otherwise required pursuant to Section 16; provided however, that the first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the Separation Date and ending on the first payment date as if no delay had been imposed;

(ii) The Company shall pay to Executive an amount equal to 18 times the difference between (A) the full premium applicable for coverage for qualified beneficiaries under the Employer’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and (B) the employee contribution amount that similarly situated active senior executive employees of the Employer pay for the same or similar coverage under such group health plans (the “ Medical Coverage Benefit ”), which amount shall be divided into and paid in 12 equal and consecutive monthly installments following the Separation Date on the same schedule as provided for payments under Section 2(b)(i); provided, however, that the Medical Coverage Benefit shall only be provided to the extent that Executive is not eligible for comparable group health coverage from another company’s group health plan, with such determination being made by Executive in good faith and with his best efforts, which may include consideration of benefit levels, cost to Executive, available provider networks, and any other factors pertaining to the relevant plans;

(iii) The Company shall provide Executive with a lump sum payment in an amount equal to the product of (A) $750,000 and (B) the target performance multiplier under the Company’s short-term incentive program for 2017, which amount, if any, shall be payable in 2018 on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than March 31, 2018;

(iv) FINV will enter into a Special Vesting Agreement (as referenced in the 2016 RSUs) with Executive, pursuant to which Executive will continue to vest in the 2016 RSUs subject to the terms and conditions thereof, including with respect to applicable post-employment conditions described in the applicable Exhibit to the 2016 RSUs (which conditions shall continue throughout the vesting period reflected in the 2016 RSUs) and the provisions of this Agreement, with payment, if any, made under such 2016 RSUs to be determined as provided therein; and

(v) FINV will make a grant of restricted stock units (the “ 2017 LTIP Award ”) pursuant to the Frank’s International N.V. Long-Term Incentive Plan (the “ LTIP ”), with an aggregate value on the date of grant of $3 million, with such value calculated based on the “fair market value” of such award(s), as determined pursuant to the terms of the

LTIP. The 2017 LTIP Award shall be subject to ratable vesting over the three-year period following the date of grant and shall not include any performance-based vesting criteria. The Parties agree that the 2017 LTIP Awards shall allow Executive to vest over the vesting period provided therein, subject to the terms and conditions thereof, including with respect to Executive’s continued satisfaction of the restrictive covenants reflected therein and his obligations under this Agreement. The 2017 LTIP Award shall be granted at the same time that annual equity-based awards pursuant to the LTIP are granted to FINV’s executive officers, which is anticipated to be during the first quarter of 2017.

Notwithstanding anything to the contrary provided in this Section 2(b), in the event of Executive’s death or Disability, vesting or forfeiture under the 2016 RSUs and 2017 LTIP Awards shall be determined in accordance with the terms of the governing award agreements relating thereto.

3. Executive Consulting Services.

(a) Executive will provide services as a Special Advisor to the Board and the Company, as may be reasonably requested by the Board or the Company (the “ Consulting Services ”), during reasonable business hours for a period of up to twelve months following the Separation Date; provided, however, that Executive’s and the Company’s respective obligations under Section 3 of this Agreement, shall terminate prior to the date that is 12 months after the Separation Date upon the occurrence of any of the following events: (i) the death of Executive; (ii) the termination of the Consulting Period (as defined below) by the Company for Consulting Period Cause (as defined below); or (iii) the termination of the Consulting Period by mutual agreement of the Parties, as evidenced by written instrument signed by Executive and FINV. As used herein, the “ Consulting Period ” is the date that begins on the Separation Date and ends on the earlier of: (x) the date that is 12 months after the Separation Date; or (y) the date that the Consulting Services period is terminated pursuant to parts (i), (ii), or (iii) of the previous sentence. For the avoidance of doubt, upon the termination of the Consulting Period for Consulting Period Cause or in the event that any of the conditions set forth in the first paragraph of Section 2(b) above are not satisfied in all material respects, the Company shall have no further obligations to Executive for any payments under Section 2(b) of this Agreement other than for payments of any obligations already accrued; provided, however, that if the Consulting Period ends due to the death of Executive, (1) vesting or forfeiture under the 2016 RSUs and 2017 LTIP Awards shall be determined in accordance with the terms of the governing award agreements relating thereto, and (2) the payment and benefits provided under Section 2(b)(i), (ii), and (iii) shall continue to be made and shall be paid as provided under Section 12.

(b) As used herein, “ Consulting Period Cause ” shall exist in the event that: (i) Executive materially breaches any of his covenants described in this Agreement, including the covenants set forth in Section 5 below; (ii) Executive willfully fails to substantially perform any of the duties reasonably requested of him by the Company in conjunction with performing the Consulting Services; or (iii) during the Consulting Period, Executive engages in any act or omission that would give rise to Cause pursuant to clauses (iii), (iv), (v), or (vi) of the definition of Cause in Section 2(a) of the 2016 RSUs. Notwithstanding the foregoing, prior to a termination of the Consulting Period for Consulting Period Cause, the Company shall provide written notice to Executive of any such event, act, or omission upon which the Company intends

to rely as a basis for such termination, and the Company shall offer Executive no less than 30 days to cure such breach if such breach is capable of cure.

(c) During the Consulting Period, Executive shall be an independent contractor whose services shall be required only upon written request from the Board and will not be an agent or employee of, nor an authorized spokesperson for, FINV or any of its subsidiaries. During the Consulting Period, Executive will not be provided with an office at FINV’s U.S. headquarters or any secretarial or administrative support from the Company or employees of the Employer. Neither the relationship of the Company and Executive during the Consulting Period nor any provision of this Agreement shall be construed to authorize Executive to take any action, or to make or fail to make any decision, representation or commitment, binding upon FINV or any of its subsidiaries during the Consulting Period in the absence of written specific authorization executed by an executive officer of FINV. During the Consulting Period, and so long as it does not violate the terms of this Agreement, Executive shall be free to devote such time, energy, and skill during regular business hours as he is not obligated to devote hereunder to the Board or the Company in such manner as he deems fit and to such persons, firms, or corporations as he chooses. Executive acknowledges and agrees that Executive will be solely responsible for the payment of all federal, state, and local taxes associated with the payments provided under clauses (i), (ii), (iii), and (v) of Section 2(b) (the “ Transition Payments ”) and that the Company will not withhold on such amounts. Executive expressly agrees to pay and be responsible for making all applicable tax filings and remittances with respect to the Transition Payments and to hold the Released Parties harmless for all claims, damages, costs, and liabilities arising from Executive’s failure to do so. Executive acknowledges and agrees that the Company has no obligation to withhold any taxes for or on behalf of Executive for any of the Transition Payments. Executive further acknowledges that, except as provided in Section 2(b)(ii) of this Agreement, Executive will not be entitled to participate in any of the welfare or retirement benefit plan sponsored or maintained by FINV or any of its subsidiaries for the benefit of its employees following the Separation Date except to the extent of any Accrued Rights.

4. Satisfaction of All Leaves and Payment Amounts; Prior Rights and Obligations. In entering into this Agreement, Executive expressly acknowledges and agrees that he has received all leaves (paid and unpaid) to which Executive has been entitled in his employment with Employer and each other Released Party, as applicable, and as of the date that Executive executes this Agreement, he has received all wages and been paid all sums that Executive is owed and has been owed by the Employer, FINV and each other Released Party, which, for the avoidance of doubt, do not include the Accrued Rights, which are not yet owed. Executive acknowledges and agrees that Executive has no contractual right to the payments and benefits described in Section 2(b) but for Executive’s entry into this Agreement.

5. Affirmation of Restrictive Covenants .

(a) In entering into this Agreement, Executive expressly acknowledges the enforceability and continued effectiveness of (i) the “Non-Disclosure, Non-Competition, and Non-Solicitation Obligations During and Following Employment” document as reflected in Exhibit A or Exhibit B, as applicable, of the 2016 RSUs, which terms shall continue to be in force for the duration of the vesting schedule under the 2016 RSUs, and (ii) that certain Participation Agreement entered into between Executive, FINV, and the Employer on August 31,

2015 pursuant to the Frank’s International N.V. Executive Change-in-Control Severance Plan, and Executive expressly covenants and agrees to abide by the terms of all such provisions, both before and after the Separation Date. Executive also expressly covenants and agrees to abide by all other confidentiality, non-competition and non-solicitation covenants set forth within the 2017 LTIP Awards.

(b) Executive further represents that he has complied with, and covenants and promises that he will in the future comply with, the Company’s Code of Business Conduct and Ethics and other policies relating to conduct, as in effect from time to time and applicable to its executive officers. Executive further covenants and promises that he will comply with all provisions and covenants regarding removal and return of Company property, confidential information, and noninterference that Executive has agreed to as part of his employment with the Employer, including those covenants contained in the 2016 RSUs and the provisions regarding confidentiality and cooperation pursuant to the Executive Change-in-Control Severance Plan, including as provided under the Participation Agreement thereunder.

(c) The Parties acknowledge and agree that Executive’s representations, promises and covenants set forth in this Section 5 are a material inducement for the Company to enter into this Agreement.

6. Release of Liability for Claims

(a) For good and valuable consideration, including the consideration described in Section 2(b) of the Agreement (and any part of such consideration), Executive hereby releases and discharges FINV, the Employer, each of their subsidiaries and other affiliates, and each of the foregoing entities’ respective partners, members, predecessors, successors, assigns, owners, partners, shareholders, officers, directors, managers,, employees, agents, attorneys, administrators, benefit plans (including the fiduciaries and trustees of such plans) and insurers (collectively, the “ Released Parties ”), from any and all claims, demands, liabilities and causes of action, whether statutory or common law, that are now known, or reasonably should be known, to Executive, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Executive executes this Agreement including (i) any alleged violation through such date of: (A) Title VII of the Civil Rights Act of 1964, as amended; (B) the Civil Rights Act of 1991; (C) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (D) the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”); (E) the Immigration Reform Control Act, as amended; (F) the Americans with Disabilities Act of 1990, as amended; (G) the National Labor Relations Act, as amended; (H) the Occupational Safety and Health Act, as amended; (I) the Family and Medical Leave Act of 1993, as amended; (J) any state or federal anti-discrimination or anti-retaliation law; (K) any state or federal wage and hour law; or (L) any other local, state or federal law, regulation or ordinance; (ii) any public policy, contract, tort, or common law claim; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (iv) any and all claims Executive may have arising out of, or as the result of any breach of, any employment agreement or offer letter, or any other contract, incentive compensation plan or agreement, or equity compensation plan or agreement with the FINV, the Employer, or any of the other Released Parties (collectively, the “ Released Claims ”);

provided, however , that this Agreement does not apply to any Released Party’s obligations to Executive that may arise: (I) following the date that Executive executes this Agreement; (II) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive under the certificate of incorporation, by-laws or similar governing documents of FINV or its subsidiaries or any written indemnification agreement by and between the Company and Executive; (III) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive under any liability or other insurance policy maintained by the Company; (IV) in connection with any rights of Executive under any applicable health, medical and dental programs, including any claims to vested benefits under an employee benefit plan subject to ERISA; (V) with respect to any vested sums owed to Executive but deferred pursuant to any qualified or nonqualified deferred compensation plan (including but not limited to the Employer’s 401(k) cash or deferred arrangement and the Employer’s EDC Plan); and (VI) with respect to any Accrued Rights. This Agreement is not intended to indicate that any Released Claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration provided pursuant to the Agreement, any and all potential claims of this nature that Executive may have against the Released Parties, regardless of whether they actually exist, are expressly settled, compromised or waived. By signing this Agreement, Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Agreement. This Agreement also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES.

(b) Notwithstanding this release of liability, nothing in this Agreement prevents Executive from filing any non-legally waivable claim, including a challenge to the validity of this release with the Equal Employment Opportunity Commission (“ EEOC ”) or comparable state or local agency, or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that to the extent set forth in Section 6(a), Executive is waiving any and all rights to recover any monetary or personal relief or recovery from the Employer or any other Released Party as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, nothing in this release or the Agreement prohibits or restricts Executive from filing a charge or complain t with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or authority (each, a “ Government Agency ”). This release does not limit Executive’s right to receive an award for information provided to a Government Agency.

(c) For the avoidance of doubt, in no event shall the Released Claims include any claim to enforce Executive’s rights under the Agreement.

7. Executive’s Representations About Claims . By executing and delivering this Agreement, Executive represents, warrants, and agrees that:

(a) Executive has not brought or joined any claims, appeals, complaints, charges, or lawsuits against the Released Parties and has not made any assignment, sale, delivery, transfer, or

conveyance of any rights Executive has asserted or may have against any of the Released Parties with respect to any Released Claim;

(b) Executive has been advised, and hereby is advised in writing, to seek legal counsel before signing this Agreement and has had adequate opportunity to do so;

(c) Executive agrees and acknowledges that Executive is receiving, pursuant to his execution of this Agreement, consideration in addition to anything of value to which Executive has an undisputed right to receive;

(d) The only matters relied upon by him and causing him to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement and the documents referenced herein; and

(e) No Released Party has provided any tax or legal advice regarding this Agreement and he has had an adequate opportunity to receive sufficient tax and legal advice from advisors of his own choosing such that he enters into this Agreement with full understanding of the tax and legal implications thereof.

8. Confirming Release . On the Separation Date or within 21 days thereafter, Executive shall execute the Confirming Release and return such executed Confirming Release to the Company, such that it is received by the Company’s General Counsel at the Company’s principal office in Houston, Texas no later than the date that is 21 days after the Separation Date.

9. Applicable Law . This Agreement will be construed in accordance with, and governed by, the laws of Texas, without regard to the conflicts of law principles thereof. Venue for any action that may be brought by any Party involving the enforcement of this Agreement or any rights, duties or obligations under this Agreement shall be brought exclusively in the state or federal courts (as applicable) located in Harris County, Texas. The Parties consent and waive any objection to personal jurisdiction and venue in those courts for any such action. Each of the Parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

10. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

11. Amendment . Subject to Section 13 below, this Agreement may not be changed orally but only by an agreement in writing agreed to and signed by each Party, including the Party to be charged.

12. Third-Party Beneficiaries. Executive expressly acknowledges and agrees that each Released Party that is not a signatory to this Agreement shall be a third-party beneficiary of Sections 5, 6, and 7 of this Agreement, as well as the Confirming Release attached hereto, to the extent provided herein and therein. This Agreement shall inure to the benefit of the heirs, administrators, successors, and any permitted assigns, to the extent consistent with the terms of this Agreement and the documents referenced herein.

13. Severability and Modification . Any term or provision of this Agreement (or part thereof) that renders such term or provision (or part thereof) or any other term or provision (or part thereof) of this Agreement invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such severance or modification shall be accomplished in the manner that most nearly preserves the benefit of the Parties’ bargain hereunder.

14. Withholding of Taxes and Other Deductions. The Company may, but is not obligated to, withhold from any payments made pursuant to this Agreement all federal, state, local, and other taxes and withholdings as may be required by any law or governmental regulation or ruling.

15. Return of Property . Executive represents and warrants that Executive has returned to the Company all property belonging to the Company or any other Released Party, including without limitation all computer files, electronically stored information and other materials provided to Executive by the Company or any other Released Party in the course of Executive’s employment or engagement, and Executive further represents and warrants that Executive has not maintained a copy of any such materials in any form.

16. Section 409A. The Parties hereby agree that this Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the applicable Treasury regulations and administrative guidance issued thereunder ( “ Section 409A ” ) with respect to the amounts, if any, subject thereto, or qualify as an exemption therefrom, and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment payable hereunder, including each payment under Section 2(b)(i), shall be deemed and treated as a separate payment for purposes of Section 409A. Notwithstanding any provision in this Agreement to the contrary, if Executive is a “specified employee” (as such term is defined in Section 409A and as determined by the Employer in accordance with any method permitted under Section 409A) and any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive’s receipt of such payment or benefit is not delayed until the earlier of (a) the date of Executive’s death or (b) the date that is six months after the Separation Date (the “ Section 409A Payment Date ”), then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is intended to be exempt from Section 409A pursuant to Treasury Regulation § 1.409A-l(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise): (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for

another benefit, (ii) the amount of any such expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred Notwithstanding the foregoing, the Company makes no representations that the payments provided under this Agreement comply with or are exempt from the requirements of Section 409A, and in no event shall the Company or any other Company Party be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

17. Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement (including all Exhibits attached hereto) and not to any particular provision hereof. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.

[ Remainder of Page Intentionally Left Blank;

Signature Page Follows ]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth beneath their names below, effective for all purposes as provided above.



		FRANK'S INTERNATIONAL, LLC



	By:		/s/ Alejandro Cestero
	Name:		Alejandro Cestero
	Title:		SVP, General Counsel & Secretary
	Date:		November 11, 2016



		FRANK'S INTERNATIONAL N.V.



	By:		/s/ Alejandro Cestero
	Name:		Alejandro Cestero
	Title:		SVP, General Counsel & Secretary
	Date:		November 11, 2016



		EXECUTIVE



			/s/ Gary P. Luquette
			Gary P. Luquette
			Date: November 11, 2016



ACKNOWLEDGED BY:
		BOARD OF SUPERVISORY DIRECTORS
		FRANK'S INTERNATIONAL N.V.



	BY:		/s/ Michael Kearney
	Name:		Michael Kearney
	Title:		Chairman of the Board
			of Supervisory Directors
	Date:		November 11, 2016

EXHIBIT A

CONFIRMING RELEASE OF CLAIMS

This Confirming Release of Claims (this “ Confirming Release ”) is that certain Confirming Release referenced in Section 8 of the Separation, Consulting, and General Release Agreement (the “ Agreement ”) entered into by and between Gary P. Luquette (“ Executive ”), Frank’s International LLC, a limited liability company (the “ Employer ”), and Frank’s International N.V., a limited liability company organized under the laws of the Netherlands (the “ Company ”), as of November 11, 2016. Unless sooner revoked by Executive pursuant to the terms of Section 5 below, Executive’s acceptance becomes irrevocable and this Confirming Release becomes effective on the eighth day after Executive signs it (the “ Confirming Release Effective Date ”). Capitalized terms used herein that are not otherwise defined have the meanings assigned to them in the Agreement. In signing below, Executive hereby agrees as follows:

1. Release of Claims .

(a) In consideration of the Company’s provision of payments or benefits (and any portion thereof) to Executive after the Separation Date in accordance with Section 2(b) of the Agreement, which payments and benefits (and any portion thereof) Executive was not entitled to but for his entry into the Agreement and entry into (and non-revocation of) this Confirming Release, Executive hereby releases and discharges the Company and its subsidiaries and other affiliates and each of the foregoing entities’ respective partners, members, predecessors, successors, assigns, owners, partners, shareholders, officers, directors, managers,, employees, agents, attorneys, administrators, benefit plans (including the fiduciaries and trustees of such plans) and insurers (collectively, the “ Confirming Released Parties ”), from any and all claims, demands, liabilities and causes of action, whether statutory or common law, that are now known, or reasonably should be known, to Executive, including, without limitation, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Executive executes this Confirming Release, including, without limitation, (i) any alleged violation through such date of: (A) the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”); (F) the Immigration Reform Control Act, as amended; (G) the Americans with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (J) the Family and Medical Leave Act of 1993, as amended; (K) any state or federal anti-discrimination or anti-retaliation law; (L) any state or federal wage and hour law; or (M) any other local, state or federal law, regulation or ordinance; (ii) any public policy, contract, tort, or common law claim; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (iv) any and all claims Executive may have arising out of, or as the result of any breach of, any employment agreement or offer letter, or any other contract, incentive compensation plan or agreement, or equity compensation plan or agreement with the Company or any of the other Confirming Released Parties (collectively, the “ Confirming Released Claims ”); provided, however , that this

Exhibit A-1

Confirming Release does not apply to the Company’s or any of the other Confirming Released Parties’ obligations to Executive that may arise: (I) following the date that Executive executes this Confirming Release; (II) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive under the certificate of incorporation, by-laws or similar governing documents of the Company or its subsidiaries or any written indemnification agreement by and between the Company and Executive; (III) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive under any liability or other insurance policy maintained by the Company; (IV) in connection with any rights of Executive under any applicable health, medical and dental programs, including any claims to vested benefits under an employee benefit plan subject to ERISA; (V) with respect to any vested sums owed to Executive but deferred pursuant to any qualified or nonqualified deferred compensation plan (including but not limited to the Employer’s 401(k) cash or deferred arrangement and the Employer’s EDC Plan); and (VI) with respect to any Accrued Rights. This Confirming Release is not intended to indicate that any Confirming Released Claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration provided pursuant to the Agreement, any and all potential claims of this nature that Executive may have against the Confirming Released Parties, regardless of whether they actually exist, are expressly settled, compromised or waived. By signing this Confirming Release, Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Confirming Release. This Confirming Release also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS CONFIRMING RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASED PARTIES.

(b) Notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim, including a challenge to the validity of this Confirming Release with the Equal Employment Opportunity Commission (“ EEOC ”) or comparable state or local agency, or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that, to the extent set forth in paragraph (a) above, Executive is waiving any and all rights to recover any monetary or personal relief or recovery from the Company or any other Confirming Released Party as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, nothing in this Confirming Release or the Agreement prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or authority (each, a “ Government Agency ”). This Confirming Release does not limit Executive’s right to receive an award for information provided to a Government Agency.

(c) For the avoidance of doubt, in no event shall the Confirming Released Claims include any claim to enforce Executive’s rights under the Agreement.

2. Executive’s Representations . By executing and delivering this Confirming Release, Executive represents, warrants, and agrees that:

Exhibit A-3

(a) Executive has not brought or joined any claims, appeals, complaints, charges or lawsuits against the Confirming Released Parties and has not made any assignment, sale, delivery, transfer or conveyance of any rights Executive has asserted or may have against any of the Confirming Released Parties with respect to any Confirming Released Claim;

(b) Executive has been advised, and hereby is advised in writing, to seek legal counsel before signing this Confirming Release and has had adequate opportunity to do so;

(d) Executive has seven days after signing this Confirming Release to revoke it. This Confirming Release will not become effective or enforceable until the revocation period has expired without Executive exercising the revocation right described in this Section 2(d). Any notice of revocation of the Confirming Release is effective only if received by General Counsel of the Company at 10260 Westheimer Road, Suite 700, Houston, Texas 77042, in writing by 11:59 pm, Houston, Texas time, on the seventh day after Executive signs this Confirming Release. Executive understands that if Executive revokes Executive’s acceptance of this Confirming Release pursuant to this Section 2(d), the Company will not provide Executive with any of the consideration set forth in Section 2(b) or Section 3 of the Agreement, and all other terms of this Confirming Release will become null and void; provided, however , that the remaining terms of the Agreement (other than Section 2(b) and Section 3 of the Agreement) shall remain in full force and effect;

(e) Executive agrees and acknowledges that Executive is receiving, pursuant to his execution (and non-revocation) of this Confirming Release, consideration in addition to anything of value to which Executive has an undisputed right to receive;

(f) The only matters relied upon by him and causing him to sign this Confirming Release are the provisions set forth in writing within the four corners of the Agreement and this Confirming Release; and

(g) No Confirming Released Party has provided any tax or legal advice regarding this Confirming Release or the Agreement and he has had an adequate opportunity to receive sufficient tax and legal advice from advisors of his own choosing such that he enters into this Confirming Release with full understanding of the tax and legal implications thereof.

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING CONFIRMING RELEASE, THAT I UNDERSTAND ALL OF ITS TERMS, THAT IT CONTAINS A COMPLETE RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS SUBJECT TO THE LIMITATIONS AND PROVISIONS HEREIN AND THAT I AM ENTERING INTO IT VOLUNTARILY.



	/s/ Gary P. Luquette
	Gary P. Luquette
	November 11, 2016
	Date

Exhibit A-3

Exhibit 10.19

November 11, 2016

Mr. Douglas Stephens

407 Wolf Court

Houston, Texas 77024

Dear Douglas:

Offer and Position

We are pleased to extend an offer of employment to you for the position of Chief Executive Officer and President (“Chief Executive Officer”) of Frank’s International, N.V., a limited liability company organized under the laws of the Netherlands (the “ Company ”) and of Frank’s International, LLC, a Texas limited liability company (the “ Employer ”). This offer of employment is conditioned upon your satisfactory completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this letter.

Duties

In your capacity as Chief Executive Officer, you will perform duties and responsibilities that are commensurate with your position and such other duties as may be assigned to you from time to time. You will report directly to the Supervisory Board of Directors of the Company (the “ Board ”) but will not initially serve as a member of the Board due to restrictions applicable to Dutch companies regarding appointment of directors without shareholder approval. At the annual meeting of the Company’s shareholders, you will be asked to serve as a member of the Board for no additional compensation. You agree to devote your full business time, attention, and best efforts to the performance of your duties and to the furtherance of the Company’s and the Employer’s interests. Notwithstanding the foregoing, nothing in this letter shall preclude you from devoting reasonable periods of time to charitable and community activities, managing personal investment assets and, subject to Board approval which will not be unreasonably withheld, serving on boards of other companies (public or private) not in competition with the Company or the Employer, provided that none of these activities interferes with the performance of your duties hereunder or creates a conflict of interest.

Location

Your principal place of employment shall be at our U.S. headquarters in Houston, Texas, subject to business travel as needed to properly fulfill your employment duties and responsibilities.

Start Date

Subject to satisfaction of all of the conditions described in this letter, your anticipated start date is November 15, 2016 (“ Start Date ”).

Base Salary

In consideration of your services, you will be paid an initial base salary of $650,000 per year, subject to review periodically by the Board (or a committee thereof) and payable in accordance with the standard payroll practices of the Employer, subject to all withholdings and deductions as required by law.

Annual Bonus

During your employment, you will be eligible to participate in the Company’s annual short-term incentive plan for executive officers, which shall provide you with an opportunity to receive an annual, calendar-year bonus, based on corporate and individual performance criteria determined in the discretion of the Board or a committee thereof. It is expected that your target bonus opportunity will be 100% of base salary, with actual payment determined based on performance against the performance goals established by the Board or committee. You must remain continuously employed through the bonus payment date to be eligible to receive an annual bonus payment for a particular calendar year. You will not be eligible for a 2016 bonus, so your eligibility will begin January 1, 2017.

Equity Grants

During your employment, you will be eligible to receive annual grants of equity-based incentive awards, as determined by the Board (or a designated committee thereof) in its discretion, under the Company’s Long-Term Incentive Plan (“ LTIP ”). It is expected that your annual LTIP awards will have an aggregate value on the grant date equal to three (3) times your base salary (determined without regard to vesting criteria), which may include performance-based vesting criteria in addition to a time-based vesting schedule. In addition the above-referenced LTIP awards, concurrent with your Start Date, you will receive an initial LTIP award of restricted stock units, with an aggregate value on the date of grant of $325,000, calculated based on the final closing price of a share of the Company’s common stock on the date immediately preceding the Start Date (the “ Initial LTIP Award ”). The Initial LTIP Award will vest in three equal annual tranches over a three-year period, based on your continued service through each vesting date. In the event of your separation from the Employer on an involuntary, not-for-cause basis, any unvested portion of your LTIP grants (including both your Initial LTIP Award and your regular annual LTIP grants) shall be permitted to continue to vest (but not accelerate) through their regularly scheduled vesting date(s), provided you satisfy certain restrictive covenants during the remainder of the original vesting period.

Benefits and Perquisites

You will be eligible to participate in the employee benefit plans and programs generally available to the Company's senior executives, including but not limited to

group medical, dental, vision, and life insurance, disability benefits, retirement plans, an employee stock purchase plan, and an executive change-in-control severance plan, in each case, subject to the terms and conditions of such plans and programs. You will be entitled to four weeks of paid vacation annually. You will also be entitled to the fringe benefits and perquisites that are made available to other senior executives of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Company and the Employer reserve the right to amend, modify, or terminate any benefit plans or programs at any time and for any reason.

Stock Ownership Guidelines

As the Chief Executive Officer of the Company, you will be required to comply with the Company's Stock Ownership Guidelines applicable to executive officers, which requires our Chief Executive Officer to maintain a stock ownership level equal to five times your annualized base salary, such level to be reached within five years of your appointment as Chief Executive Officer.

At-Will Employment

Your employment with the Employer will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Employer may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Employer.

Executive Change-in-Control Severance

The Company maintains an Executive Change-in-Control Severance Plan for its executive officers in the event that the Company is acquired. The provisions of the plan are set forth in the Executive Change-in-Control Severance Plan document and the related Participation Agreement and will be the same as those terms currently in effect for other executive officers of the Company, which require that the executive agree to certain restrictive covenants (including a non-compete) for the period of employment with the Employer and ending one year following termination of employment. A copy of the Executive Change-in-Control Severance Plan and a Participation Agreement thereunder has been enclosed for your reference.

Clawback

Any amounts payable hereunder are subject to any policy established by the Company or statutory or other legal requirements applicable to senior executives providing for clawback or recovery of amounts that were paid to you. The Company will make any determination for clawback or recovery in accordance with any applicable law or regulation. For the avoidance of doubt, the Company: (1) currently contemplates legally required clawbacks in the Change-in-Control Severance Plan and in the form of LTIP award agreement; and (2) shall not be unilaterally or

subjectively entitled to demand a clawback of any compensation awarded to you if not so required under applicable law.

Governing Law

This offer letter shall be governed by the laws of Texas, without regard to conflict of law principles.

Contingent Offer

This offer is contingent upon:

(a) Verification of your right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your submission of acceptable documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of your Start Date. For your convenience, a copy of the I-9 Form's List of Acceptable Documents is enclosed for your review.

(b) Satisfactory completion of reference checks, a background check, drug testing, and other applicable employment screening procedures.

This offer will be withdrawn if any of the above conditions are not satisfied.

On your Start Date, you will be required to execute certain agreements with the Company and/or Employer, including an Executive Confidentiality and Restrictive Covenant Agreement (enclosed with this letter), as well as certifications acknowledging various company policies, such as our Anti-Bribery Policy, Code of Business Conduct and Ethics, Conflicts of Interest Policy, Financial Code of Ethics, Insider Trading Policy, Global Travel and Entertainment Policy, and the Policy for Employee Complaint Procedures for Accounting and Compliance Matters. Your employment with the Employer requires your certifications acknowledging these policies.

Representations

By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation, or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Employer about any such restrictions and provide the Employer with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company or the Employer without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Employer. If you have any questions about the ownership of particular documents or

other information, you should discuss such questions with your former employer before removing or copying the documents or information.

We are excited at the prospect of you joining our team. If you have any questions about the above details, please call me immediately. If this Offer Letter correctly sets forth the terms of our agreement, please sign and return this Offer Letter, whereupon it shall become our binding agreement.

We look forward to hearing from you.

Sincerely,

/s/ Michael C. Kearney

Michael C. Kearney

Chairman of the Supervisory Board of Directors

Frank’s International, N.V.

FRANK’S INTERNATIONAL, LLC (as Employer)

By: /s/ Alejandro Cestero

Alejandro (Alex) Cestero

Senior Vice President, Secretary, General Counsel and Chief Compliance Officer

Acceptance of Offer

I have read, understood and accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied on any agreements or representations, express or implied that are not set forth expressly in the foregoing letter, and this letter supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.



/s/ Douglas Stephens	November 11, 2016
Douglas Stephens	DATE

Exhibit 10.37

FRANK’S INTERNATIONAL N.V.

EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (this “ Agreement ”) evidences an award made as of the _____ day of _______________, 2016 (the “ Date of Grant ”), between FRANK’S INTERNATIONAL 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 . Pursuant to the FRANK’S INTERNATIONAL N.V. 2013 LONG-TERM INCENTIVE PLAN , as the same may be amended from time to time (the “ Plan ”), and 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 €0.01 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 ”). To the extent any provision of this Agreement conflicts with the expressly applicable terms of the Plan, those terms of the Plan shall control, and if necessary, the applicable terms of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan.

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 have the meaning set forth in any written employment or consulting agreement between the Company (or one of its affiliates) and Employee. If Employee is not party to such an agreement that defines these terms, then for purposes of this Agreement, “Cause” shall mean a determination by the Company or its employing affiliate (the “ Employer ”) that Employee (i) has engaged in gross negligence, gross incompetence, or misconduct in the performance of Employee’s duties with respect to the Employer or any of their affiliates; (ii) has failed without proper legal reason to 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) “ Disability ” shall have the meaning set forth in any written employment or consulting agreement between the Company (or one of its affiliates) 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/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) “ Involuntary Termination ” shall mean a termination of Employee’s employment by the Company or an affiliate for a reason other than for Cause.

(e) “ Executive Severance Plan ” shall mean the Company’s Executive Change-In-Control Severance Plan.

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 “ Lapse Date ”), and in compliance with the Retention Agreement and the Employee Confidentiality and Restrictive Covenant Agreement, each dated ____________________ between Employee and the Company (the “ Retention and Confidentiality Agreements ”) and all other agreements or obligations to the Company, the Forfeiture Restrictions shall lapse, and the Restricted Stock Units will vest, on the Lapse Date. Except as provided in Subsection (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). Except as provided in Subsection (c) below, 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 Code 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 Executive 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 Executive Severance Plan and his/her employment with the Company is terminated during the twelve 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 Code 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 the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units effective as of the Employee’s termination date 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.

(d) Payments . Subject to compliance with all terms of this Agreement, as soon as reasonably practicable after the Lapse (Vesting) Date 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.

(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 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) 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.

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 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, as well as 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 the adoption of the Plan, nor the award of the Restricted Stock Units thereunder pursuant to this Agreement, 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, the Retention and Confidentiality Agreements 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 and the Retention and Confidentiality Agreements, except as otherwise provided herein. This Agreement 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 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 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 Section 6 shall survive the lapse of the Forfeiture Restrictions without forfeiture. This Agreement 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 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 . 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. Both the Company and Employee 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 .

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



	FRANK’S INTERNATIONAL N.V.



By :
	Name:
	Title:



	EMPLOYEE




	Print Name:

Exhibit 10.43

October [_], 2016

[Name & Address]

Re: Limited Waiver of Registration Rights

Dear :

As you know, the Board of Directors (“ Board ”) recently approved and Frank’s International N.V. (the “ Company ”) entered into a merger agreement (the “ Merger Agreement ”) on October 6 with Blackhawk Group Holdings, Inc. (“ Blackhawk ”) pursuant to which the Company will acquire Blackhawk (the “ Merger ”) with Blackhawk becoming a wholly-owned subsidiary of the Company. Board approval was unanimous and included approval by the Mosing family representatives on the Board. The Merger consideration comprises a combination of approximately $150 million of cash and 12.8 million newly-issued shares of the Company’s common stock.

In order to provide liquidity to the former Blackhawk stockholders that acquire the Company's common stock in the Merger (the “ Stockholders ”), as a condition to closing, the Company will enter into a registration rights agreement (the “ Merger RRA ”) with the Stockholders (affiliates of Bain Capital and others) pursuant to which, among other things, the Company will agree to file Form S-3 registration statement(s) (the “ Shelf Registration Statement ”) to register shares of the Company’s common stock issued to the Stockholders in the Merger and that may be subsequently offered and sold from time-to-time by the Stockholders and the Company in one or more underwritten offerings in connection with its obligations under the Merger RRA (for itself or for the benefit of the Stockholders).

As you also know, the Company is party to a Registration Rights Agreement (the “ Mosing Family RRA ”), dated as of August 14, 2013, with Mosing Holdings LLC, FWW B.V., and the other parties thereto. Capitalized terms used but not otherwise defined will have the meaning set forth in the Mosing Family RRA.

Pursuant to the Mosing Family RRA, the Company granted to the Holders of Registrable Securities (of which you are one) certain “demand” and “piggyback” registration rights to require the Company to register your Registrable Securities on the terms and conditions in the Mosing Family RRA. Section 10 provides that the Mosing Family RRA may be amended and the observance may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Holders of at least 66 ² / ₃ % of the Registrable Securities or securities convertible into Registrable Securities, and that such amendment or waiver effected in accordance with Section 10 will be binding upon each Holder and the Company.

We are writing to request your waiver and amendment of the Mosing Family RRA in order to facilitate the transactions contemplated by the Merger RRA. Your waiver and amendment of the Mosing Family RRA will be limited to the specific matters described below, and your rights with respect to the sale of your shares of the Company’s common stock will otherwise be unaffected .

By your signature below and in accordance with Section 10 of the Mosing Family RRA, the undersigned Holder, for itself and on behalf of its beneficiaries, successors and assigns, hereby (i) absolutely and irrevocably waives, defers and agrees not to exercise any rights pursuant to Section 2 and Section 3 of the Registration Rights Agreement with respect to any proposed or completed offerings effected by the Stockholders or for the benefit of the Stockholders or the Company (to any extent applicable thereto) pursuant to the Merger RRA (each, a “ Merger Offering ”), including under the Shelf Registration Statement, any prospectus, or any amendment or supplement thereto (“ Offering Documents ”), and (ii) consents to the Merger RRA and the transactions contemplated thereby, including any Merger Offering and Offering Documents. Without limiting the foregoing, you acknowledge and agree that the Company will have no obligation to (i) include any of your Registrable Securities in the Offering Documents or (ii) to the extent required by Section 2 or Section 3 of the Merger RRA, provide notice to you with respect to any such Merger offering or the filing of the Offering Documents. You further acknowledge and agree that this letter agreement and the waivers and consents provided for hereby (collectively, the “ Waiver ”) will be binding on you as a Holder regardless of whether the written consent of the Company and the Holders of at least 66 ² / ₃ % of the Registrable Securities or securities convertible into Registrable Securities is obtained.

You represent and warrant to the Company that this Waiver has been duly authorized, executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, and as of the date of this Waiver, you have and possess an unencumbered right to and have not assigned, encumbered or otherwise transferred any of your rights to the Registrable Securities set forth on the signature page hereto, or the Mosing Family RRA or any of your rights thereunder to any person or entity.

This Waiver will be considered an amendment to the Mosing Family RRA and, except as expressly provided for by this Waiver, the Mosing Family RRA will remain unmodified and in full force and effect and binding on the parties thereto. The terms of the Mosing Family RRA, as modified by this Waiver, are hereby ratified and confirmed in all respects. Notwithstanding anything in this Waiver to the contrary, this Waiver will terminate concurrently upon the termination of the Merger RRA pursuant to Section 4.3 thereof.

This Waiver may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument . This Waiver and the terms, covenants, provisions and conditions hereof will be binding upon, and will inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. You acknowledge that the Company is relying upon, and that the Stockholders and any underwriters with respect to any future underwritten offering by the Company or the Stockholders may rely on, this Waiver in carrying out of any Merger Offering. This Waiver will be governed by and construed in accordance with the laws of the State of Texas, excluding any conflict-of-laws rule or principle that might refer the governance or the construction of this Waiver to the law of another jurisdiction.

If you have any questions, do not hesitate to let us know. Otherwise, please countersign and return this letter to Josh Hancock, Senior Counsel of the Company, at 281-558-2980 (facsimile) or josh.hancock@franksintl.com at your earliest convenience.

[Signature page follows]

The parties have executed this Waiver effective as of the date first set forth above.



	FRANK’S INTERNATIONAL N.V. By: Name: Title:
	HOLDER By: Name: Title: Number of Registrable Securities: ____________________________

[Signature page to Waiver]

Exhibit 21.1

LIST OF SUBSIDIARIES OF FRANK'S INTERNATIONAL N.V.



Entity		Jurisdiction

Blackhawk Specialty Tools, LLC		Texas, USA
Frank's International Mexico S de RL de CV		Mexico
Frank's International Middle East BVI		British Virgin Islands
FI Oilfield Services Canada ULC		Alberta, Canada
Frank's International (B.V.I.) Limited		British Virgin Islands
Frank's International (Bermuda) Ltd		Bermuda
Frank's International Cooperatief U.A.		The Netherlands
Frank's International C.V.		The Netherlands
Frank's International Gibraltar Limited		Gibraltar
Frank's International Limited		United Kingdom
Frank's International LP B.V.		The Netherlands
Frank's International Middle East FZCO		United Arab Emirates
Frank's International Operations B.V.		The Netherlands
Frank's International Venezuela S.C.A.		Venezuela
Frank's International West Africa (BVI) Limited		British Virgin Islands
Frank's International, LLC		Texas, USA
Frank's Oilfield Services, Limited		British Virgin Islands
Oilfield Equipment Rentals B.V.		The Netherlands
Oilfield Equipment Rentals Limited		Dubai / Jebel Alie Free Zone

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-190607) and Form S-3 (No. 333-200588) of Frank’s International N.V. of our report dated February 24, 2017 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 24, 2017

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Douglas Stephens, certify that:


1.	I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2016 (this "report") of Frank’s International N.V. (the "registrant");


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2017

/s/ Douglas Stephens

Douglas Stephens

President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jeffrey J. Bird, certify that:


1.	I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2016 (this "report") of Frank’s International N.V. (the "registrant");


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2017

/s/ Jeffrey J. Bird

Jeffrey J. Bird

Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the Annual Report of Frank’s International N.V. (the “Company”) on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas Stephens, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



February 24, 2017		/s/ Douglas Stephens
		Douglas Stephens
		President and Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION OF
CHIEF FINANCIAL OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the Annual Report of Frank’s International N.V. (the “Company”) on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey J. Bird, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



February 24, 2017		/s/ Jeffrey J. Bird
		Jeffrey J. Bird
		Executive Vice President and Chief Financial Officer