Letter Agreement between Weatherford Worldwide Holdings GmbH and ADES International Holdings Ltd. dated October 31, 2018

Section 1.1(ss)(ii)(C) of the Purchase Agreement is hereby amended and restated as follows:

The first two sentences of Section 2.5(d) of the Purchase Agreement are hereby amended and restated as follows, and the definition of “Target Net Working Capital Amount” shall be deleted from the Purchase Agreement in its entirety:

Section 2.11(a) of the Purchase Agreement is hereby amended and restated as follows:

Section 5.2(b) of the Purchase Agreement is hereby amended and restated as follows:

Section 5.11 of the Purchase Agreement is hereby amended and restated as follows:

The Parties agree that at the Initial Closing, the Kuwait Assets will be purchased and sold pursuant to Sections 2.1 and 2.2 of the Purchase Agreement; provided, however, that the Rigs numbered 827 and 830 and the related equipment and inventories, each as more fully described in Section 1.1(ss)(ii)(A) of the Seller Disclosure Schedule (individually an “Iraq Rig” and collectively, the “Iraq Rigs”), shall not be transferred at the Initial Closing. In lieu of a transfer of the Iraq Rigs in Southern Iraq, the Parties agree that Seller shall instead pack and transport the Iraq Rigs from their current location to the Kingdom of Saudi Arabia, or such other location as may otherwise be mutually agreed by the Parties in writing (the “Delivery Location”), such process to be commenced by Seller as promptly as practicable following the Initial Closing and Seller shall use commercially reasonable best efforts to complete the transfer process as promptly as practicable. Purchaser agrees to reimburse Seller for all costs reasonably incurred by Seller that are pre-approved by Purchaser (acting reasonably) in an aggregate amount of up to $2,000,000 in connection with the packing and transport of the Iraq Rigs to the Delivery Location, such costs to be reimbursed on the date that the transfer of the applicable Iraq Rig occurs (each such date of transfer, the “Iraq Transfer Date”). The transfer of title to each Iraq Rig shall occur promptly following the time at which the relevant Iraq Rig is transported to international waters and at a time whilst the Iraq Rigs are still in international waters in transit to the Delivery Location, or at such other time as mutually agreed by the Parties in writing. For purposes of the foregoing, the Parties further agree that (a) Seller shall be responsible for obtaining all export clearances required to be enable it to export the Iraq Rigs from Iraq; (b) Purchaser shall be responsible for obtaining all import clearances required to enable it to import the Iraq Rigs into the country of the Delivery Location; (c) risk in the Iraq Rigs shall remain with Seller and the relevant Selling Entity until the transfer of title takes place on the relevant Iraq Transfer Date; (d) the transfer of title to each Iraq Rig shall be documented pursuant to a stand-alone Asset Transfer Agreement (the “Iraq Asset Transfer Agreement”), (e) Seller shall comply with Section 2.12 of the Purchase Agreement until the transfer of each Iraq Rig occurs and (f) notwithstanding the delayed transfer of the Iraq Rigs, for purposes of the Purchase Agreement, the Initial Closing shall be deemed to have occurred on the date on which the purchase and sale of the other Kuwait Assets has been consummated. For purposes of (c) above, the parties agree that Sections 6.1(f) through (h) of the Purchase Agreement shall not apply, however in the event any Iraq Rig becomes inoperable or is destroyed prior to the relevant Iraq Transfer Date, and which is not repaired or replaced with a rig of comparable age and specification which is capable of being contracted in its current condition (such replacement being subject to the approval of Purchaser acting reasonably), then the applicable Iraq Rig shall be deemed an “Excluded Rig” for purposes hereof.

The parties agree that at the Initial Closing, the Kuwait Cash Consideration shall be reduced by an amount equal to $12,000,000, which such amount, less any Excluded Rig Deduction in respect of each of the Iraq Rigs, shall instead be paid on each Iraq Transfer Date (in an amount equal to $6,000,000 per Iraq Rig). In addition, the amount of the Deposit to be credited against the Purchase Price for the Kuwait Assets at the Initial Closing shall be reduced to $18,450,000, with the remaining $1,800,000 (the “Remaining Deposit”) being held in escrow until the relevant Iraq Transfer Date (when it shall be reduced in an amount equal to $900,000 per Iraq Rig). In the event there is an Excluded Rig Deduction with respect to any Iraq Rig, the parties agree that the portion of the Remaining Deposit allocable to such Iraq Rig may be released from escrow to Purchaser.

On each Iraq Transfer Date (a) Seller shall deliver or cause to be delivered to Purchaser (i) the Iraq Asset Transfer Agreement executed by the Selling Entity, (ii) a certificate dated as of the Iraq Transfer Date confirming the incumbency of each officer of the Selling Entity executing the Iraq Asset Transfer Agreement and (b) Purchaser shall deliver or cause to be delivered to Seller (i) a release of the Remaining Deposit plus the balance of the amount due in respect of the applicable Iraq Rig under paragraph 7 and all amounts reimbursable to Seller pursuant to paragraph 6, (ii) the Iraq Asset Transfer Agreement executed by the Designated Affiliate and (iii) a certificate dated as of the Iraq Transfer Date confirming the incumbency of each officer of the Designated Affiliate executing the Iraq Asset Transfer Agreement.

In respect of the Iraq Rigs, for the avoidance of doubt (a) other than the payment of amounts reimbursable to Seller pursuant to paragraph 6, Liabilities will only be Assumed Liabilities to the extent they relate to a period on or after the Iraq Transfer Date, (b) Retained Taxes shall include any Taxes on or with respect to the Iraq Rigs for any period prior to the Iraq Transfer Date and (c) Article 9 of the Purchase Agreement shall apply on the basis that Seller shall be responsible for all Tax Returns and Taxes on the Iraq Rigs up to the Iraq Transfer Date.

On the applicable Iraq Transfer Date, solely with respect to the Iraq Rigs and the applicable Selling Entity, Seller repeats the representations and warranties set forth in Sections 3.2, 3.3, 3.8(a), 3.8(b), and 3.23. On the applicable Iraq Transfer Date, Seller represents and warrants that the applicable Iraq Rig, when re-assembled by Purchaser using reasonable and customary methods and efforts for such re-assembly, such Iraq Rig will be in good working order.

Once it occurs (and except as provided for in this letter) the transfer of title to the Iraq Rigs shall be deemed to have taken place as part of the Initial Closing and Section 8.1 of the Purchase Agreement shall apply to the representations, warranties and covenants made by Seller under this letter and the relevant Selling Entity under the Iraq Asset Transfer Agreement (as if they had been made at the Initial Closing) save that any time limit that applies in respect of the Iraq Rigs for the purposes of Section 8.4 of the Purchase Agreement shall be calculated by reference to the Iraq Transfer Date rather than the Initial Closing Date.

If the transfer of title of each of the Iraq Rigs shall not have occurred pursuant to this letter on or before March 31, 2019 either party shall by written notice to the other party be entitled to terminate this letter agreement solely with respect to the transfer of the Iraq Rigs; provided that this right will not be available to any party whose material breach of the terms of this letter agreement which has resulted in the failure of the transfer of the Iraq Rigs to occur by such date. Upon such termination, the Remaining Deposit shall be promptly returned to the Purchaser.

In furtherance of the covenants and agreements set forth in this letter agreement, Purchaser hereby waives in all respects (a) any breach or inaccuracy of Section 3.8(b) of the Purchase Agreement as a result of any change of condition required to enable the Iraq Rigs to be packed and transported in accordance with the covenants set forth in paragraph 6, (b) any claims for

Each of the parties to this letter agreement represents and warrants that (i) such Person has all requisite corporate power and authority to execute, deliver and perform this letter agreement and (ii) the execution, delivery and performance of this letter have been duly authorized by all requisite corporate approvals on the part of such Person.

The Parties agree that Purchase Agreement is and shall continue to be in full force and effect in accordance with its terms, and, except as expressly set forth in this letter agreement, no other modification to the Purchase Agreement is agreed to or implied. This letter agreement, together with the Purchase Agreement and the other Transaction Documents, constitute the entire agreement among the parties hereto and their respective Affiliates with respect to the subject matter hereof and thereof. The Parties further agree that Section 11.5, Section 11.6 and Sections 11.8 through 11.16 of the Purchase Agreement are incorporated herein by reference as if set forth in full herein and shall apply to the terms and provisions of this letter agreement and the Parties hereto mutatis mutandis. For the avoidance of doubt, this letter agreement and the Iraq Asset Transfer Agreement shall be “Transaction Documents” for purposes of the Purchase Agreement.

The Seller Parent has executed this letter agreement where provided for below to confirm that the guarantee it has given under Section 11.17 of the Purchase Agreement remains in full force and effect.