VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT, dated as of August 31, 2020 (the Agreement), among Schlumberger Technology Corporation, a Texas corporation (Schlumberger US), Schlumberger Canada Limited, a corporation organized pursuant to the laws of the Province of Alberta (Schlumberger Canada and, together with Schlumberger US, the Sellers), Ron Gusek, an individual residing in the State of Colorado (Holder), and Liberty Oilfield Services Inc., a Delaware corporation (the Company).
W I T N E S S E T H:
WHEREAS, Schlumberger US, Schlumberger Canada, Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (US Buyer), LOS Canada Operations Inc., a British Columbia corporation and wholly owned subsidiary of US Buyer (Canadian Buyer), and the Company are entering into a Master Transaction Agreement dated as of the date of this Agreement (as the same may be amended or supplemented from time to time, the Master Transaction Agreement) providing for, among other things, (a) the completion of the Pre-Closing Restructuring and (b) immediately thereafter, the acquisition of 100% of the issued and outstanding equity interests of (i) 1263651 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of the Province of British Columbia and a direct, wholly owned subsidiary of Schlumberger Canada (Schlumberger Canada Target), (ii) Solar LLC Target A, a Delaware limited liability company and a direct, wholly owned subsidiary of Schlumberger US (Schlumberger US Target A) and (iii) Solar LLC Target B, a Delaware limited liability company and a direct, wholly owned subsidiary of Schlumberger US (Schlumberger US Target B), which acquisition shall involve the transfer of certain of Schlumberger US and Schlumberger Canadas assets and property used primarily in connection with the provision of onshore hydraulic fracturing services in onshore North America, in exchange for the Share Consideration (collectively, the Transaction), and as a result of which Schlumberger US Target A, Schlumberger US Target B and Schlumberger Canada Target shall each be a wholly owned Subsidiary of the Company, on the terms and subject to the conditions of the Master Transaction Agreement;
WHEREAS, Holder is the Beneficial Owner (as defined below) of 1,301,211 shares of Class A common stock, par value $0.01 per share, of the Company (the Liberty Parent Class A Shares) and no shares of Class B common stock, par value $0.01 per share, of the Company (together with the Liberty Parent Class A Shares, collectively, the Liberty Parent Common Stock and such shares of Liberty Parent Common Stock, the Shares);
WHEREAS, concurrently with the execution and delivery of the Master Transaction Agreement, and as a condition and an inducement to the Sellers and the Company entering into the Master Transaction Agreement, Holder is entering into this Agreement with respect to the Shares; and
WHEREAS, Holder is willing, subject to the limitations herein, not to Transfer (as defined below) any of his or her Shares, and to vote his or her Shares in a manner so as to facilitate consummation of the Transaction and the other transactions contemplated by the Master Transaction Agreement.