Amendment No. 1 to Registration Rights Agreement, dated January 18, 2023, by and among the Company and the shareholders party thereto

Exhibit 4.1

Execution Version

AMENDMENT NO. 1

TO

REGISTRATION RIGHTS AGREEMENT

This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of January 18, 2023 by Expro Group Holdings N.V., a Netherlands limited liability company (Naamloze Vennootschap) (the “Company”), and the shareholders party hereto (the “Oak Hill Holders”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in that certain Registration Rights Agreement (the “Agreement”), dated as of March 10, 2021, by and among the Company (f/k/a Frank’s International N.V.) and the shareholders party thereto.

RECITALS

WHEREAS, pursuant to Section 3.13 of the Agreement, the Agreement may be amended by a written instrument signed by the Company and Holders that hold a majority of the outstanding Registrable Securities as of the date of such amendment; provided that no such amendment shall materially and adversely affect the rights of any Holder thereunder without the consent of such Holder;

WHEREAS, certain of the Oak Hill Holders have made Demand Registration (as defined in the Agreement), and the parties hereto desire to increase the number of Demand Registrations available under the Agreement by one, effective upon consummation of the underwritten offering contemplated by such Demand Registration (the “2023 Offering”);

WHEREAS, the Oak Hill Holders are the record owners of at least a majority of the Registrable Securities outstanding as of the date hereof and this Amendment does not materially and adversely affect the rights of any Holder; and

WHEREAS, the Company and the Oak Hill Holders now desire to amend the Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Oak Hill Holders hereby agrees as follows:

1. Clause (iii) of the third sentence of Section 2.1(a) is hereby amended and restated, effective as of the consummation of the 2023 Offering, to read as follows:

“(iii) more than three Demand Registrations in total pursuant to this Section 2.1 following the consummation of the 2023 Offering (which, for the avoidance of doubt, shall not reduce the number of Demand Registrations available pursuant to this clause (iii)).”

2. The Agreement is hereby amended to the fullest extent necessary to effect all of the matters contemplated by this Amendment and such amendments are binding on all Holders. Except as specifically provided for in this Amendment, the provisions of the Agreement shall remain in full force and effect.

3. Each of the Oak Hill Holders represents and warrants to the Company that this Amendment has been duly authorized, executed and delivered by such Oak Hill Holder and constitutes the legal, valid and binding obligation, enforceable against such Oak Hill Holder in accordance with its terms, and as of the date of this Amendment, such Oak Hill Holder has an unencumbered right to and has not assigned, encumbered or otherwise transferred any of such Oak Hill Holder’s rights to the Registrable Securities set forth on the signature page hereto, or the Registration Rights Agreement or any of its rights thereunder to any person or entity.

4. The execution, delivery and effectiveness of this Amendment shall not operate (i) as an amendment or modification of any provision, right or obligation of any Holder under the Agreement except as specifically set forth in this Amendment or (ii) as a waiver or consent to any subsequent action or transaction.

5. NOTWITHSTANDING THE PLACE WHERE THIS AMENDMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Amendment or the transactions contemplated hereby shall be brought and determined by courts of the State of New York located in New York, New York and the federal courts of the United States of America located in New York, New York, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Amendment.

6. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment. The exchange of signed copies of this Amendment by any electronic means intended to preserve the original graphic and pictorial appearance of a document shall constitute effective execution and delivery of this Amendment and such copies shall be deemed original signatures for all purposes.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement

Signature Page to Amendment No. 1 to Registration Rights Agreement