NCS Multistage Holdings, Inc.

EX-99.1 · d23867dex991.htm

EX-99.1
 3
 d23867dex991.htm
 EX-99.1

 Exhibit 99.1

 NEWS RELEASE

 Weatherford Announces Definitive Agreement to Acquire NCS Multistage, Expanding Completions Portfolio and Unconventional Resource Exposure

 HOUSTON, June 1, 2026 - Weatherford International plc (NASDAQ: WFRD) (“Weatherford” or the
“Company”) and NCS Multistage Holdings, Inc. (NASDAQ: NCSM) (“NCS Multistage”) today announced that Weatherford has entered into a definitive agreement to acquire NCS Multistage. Under the terms of the agreement, NCS
Multistage stockholders have an election to receive either Weatherford common stock or a combination of Weatherford common stock and cash. On a blended basis, this is expected to be the equivalent of 0.463 shares of Weatherford common stock for each
NCS Multistage share with up to 19.99% of this payable in cash. Annual cost synergies are expected to be at least $15 million and be realized within 18 months of closing. The deal is expected to be immediately accretive to adjusted Free Cash
Flow per share.
 NCS Multistage brings a complementary technology portfolio aimed at supporting the optimization of oil and gas well completions and field
development strategies. Its solutions are designed to enhance reliability and performance in complex well environments and are widely recognized for engineering rigor and capital-efficient deployment.

 Compelling Strategic Benefits
 The acquisition is
expected to complement and enhance Weatherford’s portfolio by:

 •

 Expanding offerings in the well completions segment, while deepening Weatherford’s capabilities in the
unconventional space.

 •

 Supporting the delivery of differentiated, technology-enabled solutions that help customers improve operational
and production outcomes.

 •

 Providing an avenue for further growth of NCS Multistage’s portfolio by leveraging Weatherford’s
international footprint.

 Girish Saligram, Weatherford’s President and Chief Executive Officer, commented, “The
acquisition of NCS Multistage is a natural complement to our completions strategy and enhances the application fit of our well construction products portfolio. NCS Multistage’s technology is expected to enhance our ability to serve customers
across the completion lifecycle, from well design through production optimization and late-life interventions, while deepening our exposure to the growing unconventional resource market. We expect to realize at least $15 million in annual run-rate cost synergies over a period of 18 months. Additionally, we see a meaningful opportunity to create additional value by bringing this technology to our global customer base, and we look forward to welcoming
NCS Multistage into Weatherford.”
 Ryan Hummer, NCS Multistage’s Chief Executive Officer, commented, “This is a significant step for NCS
Multistage that we believe positions our business—and the talented people who built it—for the next phase of growth as part of a leading global energy services company. I am proud of the company that our team at NCS Multistage has built,
and it is clear from our interactions that Weatherford recognizes the strength of our technology, the quality of our operations, and the commitment of our people. This combination creates an opportunity for our products, technology, and people to
reach a broader set of customers and markets faster than we could on our own, supported by Weatherford’s financial strength and international footprint, providing long-term opportunity and value for our stakeholders.”

 Transaction Details and Approvals
 The transaction has
been approved by the Board of Directors of Weatherford, the Board of Directors of NCS Multistage, and the controlling stockholder of NCS Multistage that owns more than 50% of NCS Multistage’s outstanding common stock. The transaction is
subject to certain customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2026. Until the transaction closes, Weatherford and NCS Multistage will continue to operate as separate, independent
companies.
 Under the terms of the agreement, NCS Multistage stockholders can elect to receive either 0.554 shares of Weatherford common stock at closing,
or a combination of 0.239 shares of Weatherford common stock and a cash amount equal to 0.137 shares of Weatherford common stock at closing, subject to proration and certain limitations and adjustments. On a blended basis, this is expected to be the
equivalent of 0.463 shares of Weatherford common stock with up to 19.99% of the total equity consideration payable in cash.
 Advisors

 King & Spalding LLP is acting as legal counsel to Weatherford and Baker Botts L.L.P. is acting as legal counsel to NCS Multistage. Piper
Sandler & Co. is serving as financial advisor to NCS Multistage.

 About Weatherford

 Weatherford is a global energy services company that helps customers drill smarter, complete wells more effectively, and maximize production across the entire
well lifecycle. With a differentiated portfolio of market-leading solutions, integrated technologies, and a broad global customer footprint across six continents, we blend advanced engineering, digital intelligence, and world-class field expertise
to reduce risk, improve performance, and maximize the value of customer assets. Together, we elevate every operation, delivering stronger wells, sharper decisions, and better energy for the world. Visit weatherford.com for more information and
connect with us on social media.
 About NCS Multistage

 NCS Multistage is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well
construction, well completion and field development strategies. NCS Multistage provides products and services primarily to exploration and production companies for use in onshore and offshore wells, predominantly those that have been drilled with
horizontal laterals in both unconventional and conventional oil and natural gas formations. NCS Multistage’s products and services are utilized in oil and natural gas basins throughout North America and in selected international markets,
including the North Sea, the Middle East and Argentina. Visit ncsmultistage.com for more information.

 Forward-Looking Statements

 This communication includes statements, which, to the extent they are not statements of historical or present fact, constitute “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, and any related oral statements, can be identified by the use of terms such as “believe,”
“project,” “expect,” “anticipate,” “estimate,” “outlook,” “budget,” “intend,” “strategy,” “plan,” “guidance,” “may,”
“should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain
these identifying words. These statements include, but are not limited to, statements about the expected timing and completion of the proposed transaction between Weatherford and NCS Multistage, the anticipated benefits of the proposed transaction,
and plans and expectations for the new combined company after the completion of the proposed transaction. Such statements are based upon the current beliefs of Weatherford’s and NCS Multistage’s management and are subject to significant
risks, assumptions, and uncertainties. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in our forward-looking statements. Readers are
cautioned that forward-looking statements are only estimates and may differ materially from actual future events or results, based on factors including but not limited to the ability to complete the proposed transaction on the

timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite regulatory approvals; risks related to difficulties, inabilities or delays in integrating
the parties’ businesses; the ability to realize the anticipated benefits of the proposed transaction, including estimated synergies; the occurrence of any event, change or other circumstance that could give rise to the right of either or both
parties to terminate the Merger Agreement; the potential impact of the announcement or consummation of the proposed transaction on the parties’ stock price and on their respective business, contractual and operational relationships; risks
related to business disruptions from the proposed transaction that may harm the business or current plans and operations of either or both parties, including diversion of management time from ongoing business operations; the risk that the proposed
transaction and its announcement could have an adverse effect on the ability of either or both parties to hire and retain key personnel; the outcome of any legal proceedings that may be instituted against Weatherford or NCS Multistage, or their
respective directors; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities; Weatherford’s ability to
receive, in a timely manner and on satisfactory terms, required shareholder and court approval, and to satisfy the other conditions to the proposed redomestication within the expected timeframe or at all; our ability to realize the expected benefits
from the proposed redomestication; the occurrence of difficulties in connection with the redomestication, including any costs related thereto; the risk that the proposed redomestication disrupts current plans and operations; global political,
economic and market conditions, political disturbances, war or other global conflicts, terrorist attacks, public health issues such as pandemics, changes in global trade policies, tariffs and sanctions, weak local economic conditions and
international currency fluctuations; general global economic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; as well as the factors and risks described in Weatherford’s Annual Report on Form
 10-K for the year ended December 31, 2025 and NCS Multistage’s Annual Report on Form 10-K for the year ended December 31, 2025, and, in each case, in
subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable factors not discussed in this communication could also have material adverse effects on forward-looking statements. You should not place undue reliance on
any of Weatherford’s or NCS Multistage’s forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and Weatherford and NCS Multistage undertake no obligation to correct or
update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law, and we caution you not to rely on them unduly.

 No Offer or Solicitation

 This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or in a transaction exempt from the
registration requirements of the Securities Act.
 Additional Information About the Transaction and Where to Find It

 In connection with the proposed transaction, Weatherford intends to file a registration statement on Form S-4 (the
“Form S-4”) that also constitutes a prospectus of Weatherford with respect to the shares of Weatherford to be issued in the proposed transaction (the “prospectus”) and NCS Multistage
intends to file an information statement on Schedule 14C, with the Securities and Exchange Commission (the “SEC”). Each of Weatherford and NCS Multistage may also file other relevant documents with the SEC regarding the proposed
transaction. This document is not a substitute for the Form S-4 or prospectus or any other document that Weatherford or NCS Multistage may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Form S-4 and the information
statement/prospectus (if and when available) and other documents containing important information about Weatherford, NCS Multistage and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Weatherford will be available free of charge on Weatherford’s website at https://weatherford.com/investor-relations/home. Copies of the documents filed with,
or furnished to, the SEC by NCS Multistage will be available free of charge on NCS Multistage’s website at https://ir.ncsmultistage.com. The information included on, or accessible through, Weatherford’s or NCS Multistage’s website
is not incorporated by reference into this communication.

 # # #

 For Investors:
 Luke Lemoine

 Weatherford Investor Relations
 +1
 713-836-7777
 investor.relations@weatherford.com

 Mike Morrison
 NCS Multistage Holdings Chief Financial Officer
and Treasurer
 +1 281-453-2222

 ir@ncsmultistage.com
 For Media:

 Kelley Hughes
 Weatherford Corporate Communications,
Marketing & Sustainability
 media@weatherford.com

EX-2.1 · d23867dex21.htm

EX-2.1
 2
 d23867dex21.htm
 EX-2.1

 Exhibit 2.1

 Execution Version

 AGREEMENT AND PLAN OF MERGER

 among
 WEATHERFORD
INTERNATIONAL PLC,
 TRINITY BELL SUB, INC.

 and
 NCS MULTISTAGE HOLDINGS,
INC.
 Dated as of May 31, 2026

 TABLE OF CONTENTS

 Page

 ARTICLE I THE MERGER

 2

 Section 1.1

 The Merger

 2

 Section 1.2

 Closing

 2

 Section 1.3

 Effective Time

 3

 Section 1.4

 Effects of the Merger

 3

 Section 1.5

 Certificate of Incorporation; Bylaws

 3

 Section 1.6

 Directors

 3

 Section 1.7

 Officers

 3

 ARTICLE II EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF
CERTIFICATES

 4

 Section 2.1

 Conversion of Capital Stock

 4

 Section 2.2

 Treatment of Equity-Based Awards

 6

 Section 2.3

 Exchange

 7

 Section 2.4

 No Appraisal Rights

 10

   

 Section 2.5

 Election Procedures

 10

 Section 2.6

 Intended Tax Treatment

 12

 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 13

 Section 3.1

 Organization, Standing and Power

 13

 Section 3.2

 Capital Stock

 14

 Section 3.3

 Subsidiaries

 15

 Section 3.4

 Authority

 15

 Section 3.5

 No Conflict; Consents and Approvals

 16

 Section 3.6

 SEC Reports; Financial Statements

 17

 Section 3.7

 No Undisclosed Liabilities

 19

 Section 3.8

 Certain Information

 19

 Section 3.9

 Absence of Certain Changes or Events

 19

 Section 3.10

 Litigation

 19

 Section 3.11

 Compliance with Laws

 20

 Section 3.12

 Benefit Plans

 20

 Section 3.13

 Labor Matters

 22

 Section 3.14

 Environmental Matters

 24

 Section 3.15

 Taxes

 25

 Section 3.16

 Contracts

 26

 Section 3.17

 Insurance

 28

 Section 3.18

 Real Property

 29

 Section 3.19

 Intellectual Property

 29

 Section 3.20

 State Takeover Statutes

 30

 Section 3.21

 No Rights Plan

 30

 Section 3.22

 Related Party Transactions

 30

 Section 3.23

 Privacy and Security

 30

 i

 TABLE OF CONTENTS

 (Continued)

 Page

   

 Section 3.24

 Relations With Governments, etc.; International Trade Matters; Anti-Corruption Matters; Anti-Money Laundering Matters

 31

 Section 3.25

 Brokers

 33

 Section 3.26

 Opinion of Financial Advisor

 33

 Section 3.27

 Reorganization Qualification

 33

 Section 3.28

 Top Customers and Suppliers

 34

 Section 3.29

 EU Prospectus Regulation

 34

 Section 3.30

 No Other Representations or Warranties

 34

 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

 34

 Section 4.1

 Organization, Standing and Power

 35

 Section 4.2

 Capital Stock

 36

 Section 4.3

 Authority

 36

 Section 4.4

 No Conflict; Consents and Approvals

 37

 Section 4.5

 SEC Reports; Financial Statements

 38

 Section 4.6

 Listing Exchange

 39

 Section 4.7

 Certain Information

 39

 Section 4.8

 Absence of Certain Changes of Events

 39

 Section 4.9

 Litigation

 40

 Section 4.10

 Compliance with Laws

 40

 Section 4.11

 State Takeover Statutes

 40

 Section 4.12

 Merger Sub

 40

 Section 4.13

 Reorganization Qualification

 40

 Section 4.14

 No Other Representations or Warranties

 41

 ARTICLE V COVENANTS

 41

 Section 5.1

 Conduct of Business

 41

 Section 5.2

 No Solicitation

 46

 Section 5.3

 Company Board Recommendation

 48

 Section 5.4

 Preparation of Form S-4, Information Statement

 49

 Section 5.5

 Access to Information; Confidentiality

 50

 Section 5.6

 Written Consent & Support Agreement

 50

 Section 5.7

 Merger Sub Sole Stockholder Consent

 50

 Section 5.8

 Regulatory Approval; Efforts

 51

 Section 5.9

 Takeover Laws

 53

 Section 5.10

 Notification of Certain Matters

 53

 Section 5.11

 Indemnification, Exculpation and Insurance

 53

 Section 5.12

 Stockholder Litigation

 54

 Section 5.13

 Stock Exchange; Deregistration

 54

 Section 5.14

 Public Announcements

 54

 Section 5.15

 Section 16 Matters

 55

 Section 5.16

 Employee Matters

 55

 ii

 TABLE OF CONTENTS

 (Continued)

 Page

 Section 5.17

 Equity Consideration Matters

 57

 Section 5.18

 Treatment of Company Indebtedness

 61

 Section 5.19

 Assignment by Parent

 61

 Section 5.20

 Tax Remittance

 62

 ARTICLE VI CONDITIONS PRECEDENT

 62

 Section 6.1

 Conditions to Each Party’s Obligation to Effect the Merger

 62

 Section 6.2

 Conditions to the Obligations of Parent and Merger Sub

 62

   

 Section 6.3

 Conditions to the Obligations of the Company

 63

 Section 6.4

 Frustration of Closing Conditions

 64

 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER

 64

 Section 7.1

 Termination

 64

 Section 7.2

 Effect of Termination

 66

 Section 7.3

 Termination Fees and Expenses

 67

 Section 7.4

 Amendment or Supplement

 69

 Section 7.5

 Extension of Time; Waiver

 69

 ARTICLE VIII GENERAL PROVISIONS

 70

 Section 8.1

 Nonsurvival of Representations and Warranties

 70

 Section 8.2

 Notices

 70

 Section 8.3

 Certain Definitions

 71

 Section 8.4

 Interpretation

 76

 Section 8.5

 Entire Agreement

 77

 Section 8.6

 No Third-Party Beneficiaries

 77

 Section 8.7

 Governing Law

 77

 Section 8.8

 Submission to Jurisdiction

 77

 Section 8.9

 Assignment; Successors

 78

 Section 8.10

 Specific Performance

 78

 Section 8.11

 Severability

 79

 Section 8.12

 Disclosure Letters

 79

 Section 8.13

 Waiver of Jury Trial

 79

 Section 8.14

 Counterparts

 80

 Section 8.15

 .pdf Signature

 80

 Section 8.16

 No Presumption Against Drafting Party

 80

 Exhibit A

 Form of Written Consent

 Exhibit B

 Form of Support Agreement

 Exhibit C

 Form of Certificate of Incorporation

 Exhibit D

 Form of Assignment and Novation

 iii

 INDEX OF DEFINED TERMS

 Definition

 Location

 401(k) Plans

 5.16(e)

 Acceptable Confidentiality Agreement

 5.2(e)(iii)

 Acquisition Proposal

 5.2(e)(i)

 Action

 3.10

 Adverse Recommendation Change

 5.3(a)

 Affiliate

 8.3(a)

 Agreement

 Preamble

 Anti-Corruption Laws

 3.24(a)

 Anti-Money Laundering Laws

 3.24(e)

 Antitrust Division

 5.8(b)

 Antitrust Laws

 8.3(b)

 Assumed Options

 2.2(b)

 Assumed PSUs

 2.2(c)

 Assumed RSUs

 2.2(a)

 Base Amount

 5.11(b)

 Beneficial Ownership

 8.3(c)

 Book-Entry Shares

 2.3(b)

 Business Day

 8.3(d)

 Cash Consideration

 2.1(a)(ii)

 Cash Exchange Ratio

 2.1(a)(ii)

 Certificate of Merger

 1.3

 Certificates

 2.3(b)

 Closing

 1.2

 Closing Date

 1.2

 Closing Tax Opinion

 6.3(e)

 COBRA

 3.12(d)(vii)

 Code

 Recitals

 Collective Bargaining Agreement

 8.3(e)

 Company

 Preamble

 Company Board

 Recitals

 Company Board Recommendation

 Recitals

 Company Bylaws

 3.1(b)

 Company Charter

 3.1(b)

 Company Common Stock

 2.1(a)

 Company Disclosure Letter

 Article III

 Company DSU

 8.3(f)

 Company Equity Awards

 8.3(g)

 Company ESPP

 8.3(h)

 Company ESU

 8.3(i)

 Company Indebtedness

 8.3(j)

 Company Intellectual Property

 3.19

 Company Measurement Time

 3.2(a)

 Company Option

 8.3(k)

 i

 INDEX OF DEFINED TERMS

 (Continued)

 Company Plan

 3.12(a)

 Company Preferred Stock

 3.2(a)

 Company PSU

 8.3(l)

 Company Related Parties

 7.3(c)

 Company RSU

 8.3(m)

 Company SEC Documents

 3.6(a)

 Company Stock Plans

 8.3(n)

 Company Termination Fee

 7.3(a)

 Company Top Customer

 3.28(a)

 Company Top Supplier

 3.28(a)

 Confidentiality Agreement

 5.5(b)

 Consent Time

 5.6

 Consenting Stockholders

 8.3(q)

 Continuing Employee

 5.16(a)

 Contract

 8.3(o)

 control

 8.3(p)

 Credit Agreement

 8.3(r)

 Default Stock

 2.1(a)(iii)

 Delaware Secretary of State

 1.3

 DGCL

 Recitals

 Effective Time

 1.3

 Elected Cash Consideration

 2.1(a)(ii)

 Election Deadline

 2.5(b)

 Election Form

 2.5(a)

 Election Period

 2.5(b)

 Eligible Shares

 2.1(a)

 Environmental Law

 3.14(e)

 ERISA

 3.12(a)

 ERISA Affiliate

 8.3(s)

 Excess Cash Amount

 2.5(e)

 Exchange Act

 3.5(b)

 Exchange Agent

 2.3(a)

 Exchange Fund

 2.3(a)

 Excluded Shares

 2.1(c)

 Export Approvals

 3.24(b)(i)

 FCPA

 3.24(a)

 FDI Laws

 8.3(t)

 Form S-4

 5.4(a)

 FTC

 5.8(b)

 GAAP

 3.6(b)

 Governmental Entity

 3.5(b)

 Hazardous Substance

 3.14(e)

 HSR Act

 5.8(a)

 Indebtedness

 8.3(u)

 Indemnified Parties

 5.11(a)

 Information Statement

 5.4(a)

 Intellectual Property

 3.19

 Intended Tax Treatment

 Recitals

 ii

 INDEX OF DEFINED TERMS

 (Continued)

 International Trade Laws

 3.24(b)

 Irish Companies Act

 8.3(v)

 IRS

 3.12(b)

 knowledge

 8.3(w)

 Law

 3.5(a)

 Lease Agreement

 3.18(b)

 Leased Real Property

 8.3(x)

 Legal Proceeding

 8.3(y)

 Liens

 3.2(a)

 Mailing Date

 2.5(a)

 Material Adverse Effect

 3.1(a)

 Material Contract

 3.16(a)

 Maximum Cash Election Amount

 2.1(a)(ii)

 Merger

 Recitals

 Merger Consideration

 2.1(a)

 Merger Sub

 Preamble

 Mixed Consideration

 2.1(a)(ii)

 Mixed Election Stock

 2.1(a)(ii)

 Mixed Share Consideration

 2.1(a)(ii)

 Mixed Share Consideration Exchange Ratio

 2.1(a)(ii)

 Mixed Share Consideration Value

 2.1(a)(ii)

 Nasdaq Global Select

 2.3(f)

 nonassessable

 8.3(z)

 Non-U.S. Benefit Plan

 3.12(d)(viii)

 Novation

 5.19

 OFAC

 3.24(b)

 Outside Date

 7.1(b)(i)

 Owned Real Property

 8.3(aa)

 Parent

 Preamble

 Parent Closing Price

 2.1(a)(ii)

 Parent Disclosure Letter

 Article IV

 Parent Material Adverse Effect

 4.1

 Parent Measurement Time

 4.2(a)

 Parent Ordinary Shares

 8.3(bb)

 Parent Redomestication Shareholder Approval

 8.3(cc)

 Parent Related Parties

 7.3(c)

 Parent SEC Documents

 4.5(a)

 Parent Termination Fee

 7.3(b)

 Payoff Amount

 5.18

 Payoff Letter

 5.18

 Permits

 3.11

 Permitted Liens

 8.3(dd)

 Person

 8.3(ee)

 Personal Information

 8.3(ff)

 Privacy Laws

 8.3(gg)

 Public Official

 8.3(hh)

 Registrable Securities

 8.3(jj)

 Registration Statement 8.3

 (kk)

 iii

 INDEX OF DEFINED TERMS

 (Continued)

 Release

 3.14(e)

 Repeat Precision Note

 8.3(ii)

 Representatives

 5.2(a)

 Rewind

 8.3(ll)

 Sarbanes-Oxley Act

 3.6(a)

 SEC

 Article III

 Securities Act

 3.5(b)

 Share Consideration

 2.1(a)(i)

 Share Consideration Exchange Ratio

 2.1(a)(i)

 Share Election Stock

 2.1(a)(i)

 Shares

 2.1(a)

 Specified Stockholder Claims

 5.17(l)

 Specified Stockholder Indemnified Parties

 5.17(l)

 Specified Stockholder Indemnified Party

 5.17(l)

 Specified Stockholders

 8.3(mm)

 Subsidiary

 8.3(nn)

 Superior Proposal

 5.2(e)(ii)

 Support Agreement

 Recitals

 Surviving Corporation

 1.1

 Takeover Law

 3.20

 Tax Counsel

 2.5(c)

 Tax Return

 8.3(oo)

 Taxes

 8.3(pp)

 Tolling Period

 1.2

 Transactions

 8.3(qq)

 Union

 8.3(rr)

 US Parent

 5.19

 VAT

 8.3(ss)

 WARN Act

 3.13(d)

 Written Consent

 Recitals

 iv

 AGREEMENT AND PLAN OF MERGER

 AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of May 31, 2026, by and among Weatherford International plc,
an Irish public limited company (“ Parent ”), Trinity Bell Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“ Merger Sub ”), and NCS Multistage Holdings, Inc., a Delaware corporation (the
“ Company ”). Each of Parent, Merger Sub and the Company is referred to herein individually as a “Party” and collectively as the “Parties”.

 RECITALS
 WHEREAS, the
Parties intend to effect the merger (the “ Merger ”) of Merger Sub with and into the Company, with the Company surviving the Merger, on the terms and subject to the conditions set forth herein;

 WHEREAS, the Board of Directors of Parent has unanimously approved this Agreement and declared it advisable for Parent to enter into this
Agreement;
 WHEREAS, the Board of Directors of Merger Sub has unanimously (i) determined that the terms of this Agreement, the Merger
and the other transactions contemplated hereby are fair to and in the best interests of Merger Sub and the sole stockholder of Merger Sub, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including
the Merger, (iii) directed that this Agreement be submitted to the sole stockholder of Merger Sub, for adoption and approval by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware (the
“ DGCL ”), and (iv) resolved to recommend that the sole stockholder of Merger Sub approve and adopt this Agreement and the transactions contemplated hereby, including the Merger;

 WHEREAS, Parent will cause the sole stockholder of Merger Sub, to approve and adopt this Agreement and the transactions contemplated hereby,
including the Merger, immediately following the execution hereof;
 WHEREAS, the Board of Directors of the Company (the “ Company
Board ”) has unanimously (i) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approved and
declared advisable this Agreement and the transactions contemplated hereby, including the Merger and (iii) directed that this Agreement be submitted to the stockholders of the Company for adoption by written consent pursuant to Section 228
of the DGCL and recommended that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “ Company Board Recommendation ”);

 WHEREAS, as a condition and inducement to Parent’s willingness to enter into this Agreement, it is expected that the Consenting
Stockholders will promptly after the execution of this Agreement, and, in any event, by no later than the Consent Time, execute and deliver (i) an irrevocable action by written consent to approve and adopt this Agreement and the transactions
contemplated hereby, including the Merger, in accordance with Section 228 of the DGCL, in the form attached hereto as Exhibit A (the “ Written Consent ”) and (ii) a support agreement in the form attached hereto as Exhibit
B (the “ Support Agreement ”);

 WHEREAS, the Parties agree that (i) the Merger is intended, for U.S. federal and
applicable state and local income tax purposes (the “ Intended Tax Treatment ”), to (A) be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the “ Code ” ), and (B) if Parent is a foreign corporation for U.S. federal income tax purposes at the Closing, not result in gain being recognized under Section 367(a)(1) of the Code (other than for any stockholder of
the Company that would be a “five-percent transferee shareholder” (within the meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii)) of Parent following the Merger that does not enter
into a five-year gain recognition agreement in the form provided in Treasury Regulation Section 1.367(a)-8(c)) and (ii) Parent, the Company and Merger Sub each will be a party to such reorganization
within the meaning of Section 368(b) of the Code, and this Agreement is intended to be, and is adopted as, a “plan of reorganization” within the meaning of Treasury Regulation Sections
 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code; and

 WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to
prescribe certain conditions to the Merger as specified herein.
 AGREEMENT

 NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, and
intending to be legally bound hereby, the Parties hereby agree as follows:
 ARTICLE I

 THE MERGER

 Section 1.1 The Merger . Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL,
at the Effective Time, Merger Sub shall be merged with and into the Company by operation of the laws of the State of Delaware. Upon the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the
surviving corporation in the Merger (the “ Surviving Corporation ”) and as a wholly owned subsidiary of Parent.

 Section 1.2 Closing . The closing of the Merger (the “ Closing ”) shall take place at 10:00 a.m., Central time, on
the second Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (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), at the offices of Baker Botts L.L.P., 910 Louisiana Street, Houston, TX 77002, unless another date, time or place is agreed to in writing by
Parent and the Company; provided , that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the Parties shall cooperate in
connection therewith. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”. Notwithstanding the foregoing or any other provision of this Agreement, the Closing shall not occur on any date
that falls on, or between, the date(s) of the Irish High Court hearing to sanction Rewind and the date of the closing of the transactions contemplated by Rewind (inclusive of both dates) (such period, the “ Tolling Period ”). In the
event that the Closing would otherwise be required to occur during the Tolling Period and the Parties have otherwise satisfied or, to the extent permitted by applicable Law, waived the conditions set forth in Article VI (other than those
conditions that by their terms are to be satisfied at the Closing), the Outside Date shall be automatically

 2

extended on a day-for-day basis for each day during the Tolling Period on which the Closing is so delayed, such
that the Outside Date shall be extended by a number of days equal to the total number of days elapsed during the Tolling Period. For purposes of clarity, no Party shall be entitled to terminate this Agreement pursuant to
 Section 7.1(b)(i) by reason of the failure of the Closing to occur on or prior to the Outside Date if such failure is solely attributable to the operation of this provision during the Tolling Period, provided that the
Parties have otherwise satisfied or, to the extent permitted by applicable Law, waived the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing) as of the commencement of the
Tolling Period.
 Section 1.3 Effective Time . Upon the terms and subject to the conditions of this Agreement, as soon as
practicable on the Closing Date, the Parties shall file a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware (the “ Delaware Secretary of State ”), executed in
accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such later time as Parent and the Company shall agree in
writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “ Effective Time ”).

 Section 1.4 Effects of the Merger . The Merger shall have the effects set forth in this Agreement and in the relevant provisions of
the DGCL. 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 by operation of
law, and all debts, liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation by operation of law.

 Section 1.5 Certificate of Incorporation; Bylaws .

 (a) At the Effective Time, the Company Charter shall be amended and restated so that it reads in its entirety as set forth in
 Exhibit C hereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by applicable Law.
 (b) At the Effective Time, and without any further action on the part of the Company
and Merger Sub, the Company Bylaws shall be amended and restated so that they read in their entirety the same as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be
automatically amended and shall become references to the Surviving Corporation, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms and the certificate of incorporation of the
Surviving Corporation and as provided by applicable Law.
 Section 1.6 Directors . From and after the Effective Time, the
directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

 Section 1.7 Officers . From and after the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall
be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

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 ARTICLE II

 EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS;

 EXCHANGE OF CERTIFICATES

 Section 2.1 Conversion of Capital Stock . At the Effective Time, by virtue of the Merger and operation of Delaware law and without
any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

 (a) Subject to Section 2.3(f) , each share (such shares, collectively, the “ Shares ”) of common
stock, par value $0.01 per share, of the Company (the “ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares) (such shares, the “ Eligible
Shares ”) shall thereupon automatically be cancelled and converted into and shall thereafter represent the right to receive the following consideration from Parent (such consideration, the “ Merger Consideration ”):

 (i) for each Share of Company Common Stock with respect to which an election to receive only share consideration has been made and not validly
revoked pursuant to Section 2.5 (the “ Share Election Stock ”), that number of Parent Ordinary Shares equal to the Share Consideration Exchange Ratio (the “ Share Consideration ”). As used
in this Agreement, “ Share Consideration Exchange Ratio ” means 0.5537;
 (ii) for each Share of Company Common Stock
with respect to which an election to receive mixed consideration has been made and not validly revoked pursuant to Section 2.5 (the “ Mixed Election Stock ”), (A) subject to the Maximum Cash Election Amount
and Section 2.5(e) , the Cash Consideration and (B) that number of Parent Ordinary Shares equal to the Mixed Share Consideration Exchange Ratio (the “ Mixed Share Consideration ” and together with the
Cash Consideration, the “ Mixed Consideration ”). As used in this Agreement:
 (A) “ Maximum Cash Election
Amount ” means an amount equal to the lesser of (I) the product of (x) the aggregate number of shares of Mixed Election Stock, multiplied by (y) the quotient of (1) 0.199, divided by (2) the quotient of
(A) the aggregate number of shares of Mixed Election Stock, divided by (B) the number of Eligible Shares, multiplied by (z) the sum of (1) the Cash Consideration, plus (2) the Mixed Share Consideration
Value, and (II) the maximum amount of cash that may be delivered in the Merger without violating Section 368(a)(2)(E)(ii) of the Code (as reasonably determined by Tax Counsel in consultation with Parent).

 (B) “ Cash Consideration” means cash in an amount equal to the product of (x) the Cash Exchange Ratio, multiplied by
(y) the Parent Closing Price.
 (C) “ Cash Exchange Ratio” means 0.1371.

 (D) “ Mixed Share Consideration Value ” means the product of (x) the Mixed Share Consideration Exchange Ratio,
 multiplied by (y) the Parent Closing Price.

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 (E) “ Parent Closing Price ” means the closing price per share of Parent
Ordinary Shares on the Nasdaq Global Select on the last complete trading day prior to the Closing Date.
 (F) “ Elected Cash
Consideration ” means the aggregate number of shares of Mixed Election Stock multiplied by the Cash Consideration.
 (G)
“ Mixed Share Consideration Exchange Ratio ” means 0.2392.
 (iii) for each Share of Company Common Stock with respect to
which no election to receive Share Consideration or Mixed Consideration has been made (the “ Default Stock ”), the Share Consideration.

 (b) At the Effective Time, all Eligible Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist,
and shall thereafter only represent the right to receive the Merger Consideration, any dividends payable pursuant to Section 2.3(d) and any cash in lieu of fractional Parent Ordinary Shares payable pursuant to
 Section 2.3(f) , in each case to be issued or paid in accordance with Section 2.3 , without interest.

 (c) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the
Effective Time (collectively, “ Excluded Shares ”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

 (d) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall
automatically be cancelled in consideration for the issuance of one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. The shares of the Surviving Corporation so issued shall
constitute the only outstanding shares of common stock of the Surviving Corporation.
 (e) If at any time during the period between the
date of this Agreement and the Effective Time, any change in the outstanding Parent Ordinary Shares or capital stock of the Company shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or
subdivision or combination, exchange or readjustment of shares, or any stock dividend with a record date during such period, or other similar transaction, the Merger Consideration, the Share Consideration, the Cash Consideration, the Mixed Share
Consideration, the Share Consideration Exchange Ratio, the Mixed Share Consideration Exchange Ratio, the Cash Exchange Ratio and any other similarly dependent items, to the extent applicable, shall be equitably adjusted so as to provide Parent and
the holders of Eligible Shares the same economic effect as contemplated by this Agreement prior to such event, and thereafter, all references in this Agreement to the Merger Consideration, the Share Consideration, the Cash Consideration, the Mixed
Share Consideration, the Share Consideration Exchange Ratio, the Mixed Share Consideration Exchange Ratio, the Cash Exchange Ratio and any other similarly dependent items, to the extent applicable, shall be references to the Merger Consideration,
the Share Consideration, the Cash Consideration, the Mixed Share Consideration, the Share Consideration Exchange Ratio, the Mixed Share Consideration Exchange Ratio, the Cash Exchange Ratio and any other similarly dependent items, to the extent
applicable, as so adjusted; provided , that (x) nothing in this Section 2.1(e) shall be construed to permit or authorize Parent or the Company to take any action with respect

 5

to its securities that it is not otherwise permitted or authorized to undertake pursuant to this Agreement, (y) neither cash dividends nor the issuance of shares by Parent (including as
equity compensation) shall result in any adjustment to Share Consideration Exchange Ratio, the Mixed Share Consideration Exchange Ratio or the Cash Exchange Ratio or (z) no further adjustment shall be made to the Share Consideration Exchange
Ratio, the Mixed Share Consideration Exchange Ratio or the Cash Exchange Ratio as a result of Rewind and the issuance of Parent Ordinary Shares in connection with Rewind.

 Section 2.2 Treatment of Equity-Based Awards .

 (a) At the Effective Time, and by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder
thereof, each Company RSU and Company ESU that is outstanding immediately prior to the Effective Time (other than Company DSUs), whether or not vested, will be assumed by Parent (the “ Assumed RSUs ”). Each Assumed RSU will continue
to have, and be subject to, the same terms and conditions of such Assumed RSU immediately prior to the Effective Time, including vesting and forfeiture restrictions; provided that (i) with respect to each Company ESU, effective as of
immediately prior to the Effective Time, the Max Value Cap (as defined in the applicable award agreement for such Company ESU) shall cease to apply to such Company ESU; and (ii) each Assumed RSU shall automatically be converted into an award
covering a number of Parent Ordinary Shares equal to the product of (A) the number of shares of Company Common Stock subject to the Assumed RSU immediately prior to the Effective Time, multiplied by (B) the Share Consideration Exchange
Ratio, rounded down to the nearest whole share. Each Company DSU shall automatically vest and settle in shares of Company Common Stock immediately prior to the Effective Time.

 (b) At the Effective Time, and by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder
thereof, each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time and has a per share exercise price less than the Merger Consideration will, at the Effective Time, be assumed by Parent (the
“ Assumed Options ”). Each Assumed Option will continue to have, and be subject to, the same terms and conditions of such Assumed Option immediately prior to the Effective Time, including vesting and forfeiture restrictions,
provided that such Assumed Option shall automatically be converted into an option to acquire a number of Parent Ordinary Shares that is equal to the product of (i) the number of shares of Company Common Stock underlying such Company Option as
of immediately prior to the Effective Time, multiplied by (ii) the Share Consideration Exchange Ratio, rounded down to the nearest whole number, and with an exercise price per share equal to the quotient obtained by dividing (A) the per
share exercise price of the Company Option, by (B) the Share Consideration Exchange Ratio, rounded up to the nearest whole cent; provided , however , that the exercise price and the number of Parent Ordinary Shares covered by such
Assumed Option will be determined in a manner that is intended to be consistent with the requirements of Section 409A of the Code. Each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time and
has a per share exercise price equal to or greater than the Merger Consideration will, at the Effective Time, be cancelled without consideration and will be of no further force and effect.

 (c) At the Effective Time, and by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder
thereof, each Company PSU that is outstanding immediately prior to the Effective Time, whether or not vested, will be assumed by Parent (the “ Assumed PSUs ”). Each Assumed PSU will continue to have, and be

 6

subject to, the same terms and conditions of such Assumed PSU immediately prior to the Effective Time, including vesting and forfeiture restrictions; provided that (i) any performance
goal will be deemed satisfied at the greater of (A) target and (B) based on the actual level of achievement of such performance goal as of the date of this Agreement, as determined by the Company Board or an applicable committee thereof on
or prior to the date of this Agreement and following prior consultation with Parent (for clarity, such Assumed PSU thereafter will vest based solely on continued service through the last day of the applicable performance period, subject to
accelerated vesting to the extent provided by the terms and conditions of such Assumed PSU immediately prior to the Effective Time); (ii) each Assumed PSU shall automatically be converted into an award covering a number of Parent Ordinary Shares
equal to the product of (A) the number of shares of Company Common Stock subject to the Assumed PSU immediately prior to the Effective Time (with performance determined in accordance with clause (i)), multiplied by (B) the Share
Consideration Exchange Ratio, rounded down to the nearest whole share; and (iii) the Parent Ordinary Shares subject to any Assumed PSU that was vested prior to, or that vests at, the Effective Time will be delivered to the holder thereof
promptly (and in any event, within five Business Days) following the Effective Time.
 (d) Parent shall take all actions necessary to
reserve for issuance a number of Parent Ordinary Shares at least equal to the number of Parent Ordinary Shares that will be subject to the Assumed RSUs, Assumed Options and Assumed PSUs as a result of the actions contemplated by this
 Section 2.2 . As soon as practicable following the Effective Time, but in no event later than five Business Days following the Effective Time, Parent shall file a registration statement on Form
 S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms) with respect to the Parent Ordinary Shares subject to such Assumed RSUs, Assumed
Options and Assumed PSUs and maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed RSUs, Assumed Options
and Assumed PSUs remain outstanding and such Parent Ordinary Shares are required to be registered.
 Section 2.3 Exchange .

 (a) Prior to the Effective Time, Parent shall enter into an agreement in form reasonably acceptable to the Company with a bank or trust
company designated by Parent and reasonably acceptable to the Company (the “ Exchange Agent ”) to act as nominee and agent for the holders of Company Common Stock in connection with the Merger and to receive the Merger Consideration
to which such holders shall become entitled pursuant to this Article II . Parent shall make available to the Exchange Agent, as required, for exchange in accordance with this Article II, the number of Parent Ordinary Shares to be delivered as
Share Consideration and Mixed Share Consideration in respect of Eligible Shares cancelled pursuant to Section 2.1(a) . All Parent Ordinary Shares made available to the Exchange Agent to be delivered as Share Consideration
and Mixed Share Consideration shall be allotted and issued directly to, or for the benefit of, the holders of Eligible Shares in certificated or book-entry form immediately prior to the Effective Time, (including, as applicable, the nominee of The
Depository Trust Company). Parent shall take all actions necessary to ensure that the Exchange Fund includes at all times cash sufficient to satisfy Parent’s obligations to make the payments pursuant to
 Section 2.1(a)(ii) and with respect to any dividends payable pursuant to Section 2.3(d) and any cash in lieu of fractional Parent Ordinary Shares payable pursuant to
 Section 2.3(f) . All Parent Ordinary Shares and cash made available or deposited with the Exchange Agent (including any dividends payable pursuant to Section 2.3(d) and any cash in lieu of

 7

fractional Parent Ordinary Shares payable pursuant to Section 2.3(f) ) are hereinafter referred to as the “ Exchange Fund ”. The Exchange Agent will,
pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be exchanged for the Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by this Article II, the Exchange Fund
shall not be used for any other purpose.
 (b) As soon as reasonably practicable after the Effective Time (and in any event not later than
the fifth Business Day thereafter), Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate (“ Certificates ”) that immediately prior to the Effective Time represented
outstanding Eligible Shares that by virtue of the Merger and operation of Delaware law were, at the Effective Time, automatically cancelled and converted into the right to receive the Merger Consideration (i) a form of letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form)
and (ii) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.3(d) and any cash in lieu of
fractional Parent Ordinary Shares payable pursuant to Section 2.3(f) . Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with
the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange for the Eligible Shares formerly represented by such Certificate (i) that number of whole Parent Ordinary Shares (after taking into account all
Eligible Shares then held by such holder under all Certificates so surrendered) to which such holder of Eligible Shares shall have become entitled pursuant to Section 2.1(a) (which such Parent Ordinary Shares shall be in
uncertificated book-entry form unless a physical certificate is requested) and, as the case may be, (ii) a check in the amount equal to the Cash Consideration to which such holder of Eligible Shares shall have become entitled pursuant to
 Section 2.1(a)(ii) , and in each case of the foregoing clauses (i) and (ii), any dividends payable pursuant to Section 2.3(d) and any cash in lieu of fractional Parent Ordinary Shares payable
pursuant to Section 2.3(f) , and the Certificate so surrendered shall forthwith be cancelled. Promptly after the Effective Time and in any event not later than the fifth Business Day thereafter, Parent shall cause the
Exchange Agent to issue and send to each holder of uncertificated Eligible Shares represented by book entry that by virtue of the Merger and operation of Delaware law were, at the Effective Time, automatically cancelled and converted into the right
to receive the Merger Consideration (“ Book-Entry Shares ”) (i) a notice advising such holders of the effectiveness of the Merger, (ii) a statement reflecting the number of Parent Ordinary Shares (which shall be in
uncertificated book-entry form) representing, in the aggregate, the whole number of Parent Ordinary Shares, if any, that such holder has the right to receive pursuant to Section 2.1(a) (after taking into account all
Eligible Shares then held by such holder) and (iii) as the case may be, a check or wire transfer in the amount equal to (1) the Cash Consideration that such holder has the right to receive pursuant to
 Section 2.1(a)(ii) plus (2) any dividends payable pursuant to Section 2.3(d) and cash payable in lieu of any fractional Parent Ordinary Shares pursuant to
 Section 2.3(f) , without such holder being required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent, and such Book-Entry Shares shall then be cancelled. All Parent Ordinary Shares
representing Merger Consideration to be issued to holders of Book-Entry Shares (including the nominee of The Depository Trust Company) shall be issued directly to the relevant holders. No interest will be paid or accrued on any unpaid dividends or
cash in lieu of fractional shares, if any, payable to holders of Certificates or Book-Entry Shares. Until surrendered as contemplated by this Section 2.3 , each Certificate or Book-Entry Share shall be deemed after the
Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends payable pursuant to Section 2.3(d) and any cash in lieu of fractional Parent Ordinary Shares payable
pursuant to Section 2.3(f) .

 8

 (c) If payment of the Merger Consideration is to be made to a Person other than the Person
in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry
Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or
Book-Entry Share or shall have established to the satisfaction of Parent that such tax is not applicable.
 (d)

 (i) No dividends with respect to Parent Ordinary Shares with a record date after the Effective Time shall be paid to the holder of any
unsurrendered Certificate with respect to the Parent Ordinary Shares that the holder thereof has the right to receive upon the surrender thereof until such holder shall surrender such Certificate in accordance with this Article II . Following
the surrender of a Certificate by a record holder of Eligible Shares in accordance with this Article II , there shall be paid to such holder, without interest, (1) promptly after such surrender, the amount of any dividends with a record
date after the Effective Time theretofore paid with respect to such whole Parent Ordinary Shares and (2) at the appropriate payment date, the amount of dividends with a record date after the Effective Time but prior to such surrender and a
payment date subsequent to such surrender payable with respect to such whole Parent Ordinary Shares.
 (ii) Notwithstanding anything in
the foregoing to the contrary, holders of Book-Entry Shares who are entitled to receive Parent Ordinary Shares under this Article II shall be paid (A) at the time of delivery of such Parent Ordinary Shares by the Exchange Agent under
 Section 2.3(b) , the amount of dividends with a record date after the Effective Time theretofore paid with respect to such whole Parent Ordinary Shares, and (B) at the appropriate payment date, the amount of dividends
with a record date after the Effective Time but prior to the time of such delivery by the Exchange Agent under Section 2.3(b) and a payment date subsequent to the time of such delivery payable with respect to such whole
Parent Ordinary Shares.
 (e) The Merger Consideration and any cash in lieu of fractional Parent Ordinary Shares payable pursuant to
 Section 2.3(f) issued and paid in accordance with the terms of this Article II shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the Eligible Shares formerly represented by
such Certificates or Book-Entry Shares. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the Shares that were outstanding immediately prior to the Effective
Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for transfer or transfer is sought for Book-Entry Shares, such Certificates or Book-Entry Shares shall be cancelled and exchanged as
provided in this Article II .
 (f) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing
fractional Parent Ordinary Shares shall be issued upon the surrender for exchange of Certificates or Book-Entry Shares, no dividends with respect to the Parent Ordinary Shares shall be payable on or with respect to any fractional share, and such

 9

fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to
each former stockholder of the Company who otherwise would be entitled to receive a fractional share of Parent Ordinary Shares an amount in cash (without interest) determined by multiplying (i) the fraction of a share of Parent Ordinary Share
which such holder would otherwise be entitled to receive (taking into account all Eligible Shares held at the Effective Time by such holder and rounded to the nearest thousandth when expressed in decimal form) pursuant to
 Section 2.1(a) , by (ii) the average of the volume weighted average price per share of Parent Ordinary Shares on the Nasdaq Global Select Market (“ Nasdaq Global Select ”) (as reported by Bloomberg,
L.P. or, if not reported by Bloomberg, L.P., by another authoritative source mutually selected by Parent and the Company) for the 10 consecutive trading days ending with the last complete trading day prior to the Closing Date.

 (g) Any portion of the Exchange Fund (and any interest or other income earned thereon) that remains undistributed to the holders of
Certificates or Book-Entry Shares one year after the Effective Time shall be delivered to Parent, upon demand, and any remaining holders of Certificates or Book-Entry Shares (except to the extent representing Excluded Shares) shall thereafter look
only to Parent for payment of the Merger Consideration, any dividends payable pursuant to Section 2.3(d) and any cash in lieu of fractional Parent Ordinary Shares payable pursuant to Section 2.3(f)
(subject to abandoned property, escheat or other similar laws), without interest.
 (h) None of Parent, the Surviving Corporation, the
Exchange Agent or any other Person shall be liable to any Person in respect of any portion of the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

 (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit, in form and substance reasonably acceptable
to Parent and the Exchange Agent, of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent or the Exchange
Agent may determine is reasonably necessary as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed
Certificate the Merger Consideration payable in respect thereof, any dividends payable pursuant to Section 2.3(d) and any cash in lieu of fractional Parent Ordinary Shares payable pursuant to
 Section 2.3(f) .
 Section 2.4 No Appraisal Rights . No dissenters’ or appraisal rights shall be
available with respect to the Merger or the other transactions contemplated by this Agreement.
 Section 2.5 Election
Procedures .
 (a) Not less than 30 days prior to the anticipated Effective Time or on such other date as Parent and the Company
mutually agree (the “ Mailing Date ”), the Company shall cause to be mailed an election form and other appropriate and customary transmittal materials, in such form as the Company shall reasonably specify and as shall be reasonably
acceptable to Parent (the “ Election Form ”), to each record holder of Company Common Stock (other than Excluded Shares) as of a record date that is five Business Days prior to the Mailing Date or such other date as mutually agreed
to by Parent and the Company.

 10

 (b) Each Election Form shall permit the holder (or the beneficial owner through customary
documentation and instructions) of Company Common Stock to specify that such holder (i) elects to receive the Share Consideration in respect to all such holder’s shares of Company Common Stock or (ii) elects to receive the Mixed
Consideration in respect to all such holders’ shares of Company Common Stock. Any shares of Company Common Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the
“ Election Period ”) from the Mailing Date to 5:00 p.m., New York City time, on the Business Day that is five Business Days prior to the Closing Date or such other date as Parent and the Company shall, prior to the Closing, mutually
agree (the “ Election Deadline ”) shall be deemed to have made no election. Parent and the Company shall publicly announce the anticipated Election Deadline at least five Business Days prior to the anticipated Closing Date. If the
Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline.

 (c) The Company shall make available one or more Election Forms as may reasonably be requested from time-to-time by all persons who become holders or beneficial owners of Shares of Company Common Stock during the Election Period, and Parent shall provide the Exchange Agent all information reasonably
necessary for it to perform its duties as specified herein.
 (d) Any election made pursuant to this Section 2.5
shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received
by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form shall be deemed to have made no election, except to the extent a subsequent election
is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely
made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub, the Company or the Exchange Agent shall be under
any obligation to notify any Person of any defect in an Election Form.
 (e) Notwithstanding Section 2.5(b) , if
the Elected Cash Consideration, is greater than the Maximum Cash Election Amount (the difference between the Elected Cash Consideration and the Maximum Cash Election Amount being the “ Excess Cash Amount ”), then each Share of a
portion of the Mixed Election Stock of each applicable holder of Company Common Stock that would otherwise be converted into a right to receive the Mixed Consideration shall be converted into a right to receive the Share Consideration, with such
portion being equal to the product obtained by multiplying (x) the number of shares of Mixed Election Stock of such holder by (y) a fraction, the numerator of which is the Excess Cash Amount and the denominator of which is the Elected Cash
Consideration, with each Share of the remaining portion of such holder’s Mixed Election Stock being converted into the right to receive the Mixed Consideration.

 11

 Section 2.6 Intended Tax Treatment .

 (a) The Parties intend that the Merger will qualify for the Intended Tax Treatment. The relevant Parties will, and will cause their respective
Affiliates to, (i) file and retain such information as will be required under Treasury Regulation Section 1.368-3, (ii) file all Tax Returns consistently with the Intended Tax Treatment and
(iii) not take any position for any Tax purposes (whether on any Tax Return, in any audit, examination or other Action in respect of Taxes or otherwise) that is inconsistent with the Intended Tax Treatment, unless otherwise required by a
“determination” within the meaning of Section 1313(a)(1) of the Code (or any similar U.S. state, local or non-U.S. Law) or a change in applicable Law occurring after the date hereof. Each of
the Parties agrees to use its respective reasonable best efforts (x) to promptly notify the other Parties of any challenge to the Intended Tax Treatment by any Governmental Entity, and (y) to provide such information as their relevant
equityholders who qualify as “significant holders” may require to file a statement with their U.S. federal income tax return in accordance with Treasury Regulation Section 1.368-3(b). Each of
the Parties and their respective Affiliates shall use their reasonable best efforts to cause the Merger to qualify for the Intended Tax Treatment and none of the Parties or their respective Affiliates will knowingly take or knowingly cause to be
taken, or knowingly fail to take or knowingly cause to be failed to be taken, any action that would reasonably be expected to prevent qualification for such Intended Tax Treatment.

 (b) Parent shall promptly notify the Company if, at any time before the Effective Time, Parent becomes aware of any fact or circumstance that
could reasonably be expected to prevent the Merger from qualifying for, cause a failure of the Merger to qualify for or otherwise impede the Merger from qualifying for the Intended Tax Treatment. The Company shall promptly notify Parent if, at any
time before the Effective Time, the Company becomes aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying for, cause a failure of the Merger to qualify for or otherwise impede the Merger from
qualifying for the Intended Tax Treatment.
 (c) Each of the Company, Parent and Merger Sub shall (and shall cause their respective
Affiliates to) use reasonable best efforts and cooperate with each other to obtain (i) the Closing Tax Opinion and (ii) any opinion (or opinions) of counsel with respect to the tax treatment of the Merger required to be rendered in
connection with any filing described in Section 5.4 . In connection with the foregoing, each of the Company and Parent shall deliver to Baker Botts L.L.P. or, if Baker Botts L.L.P. is unable or unwilling to deliver the
Closing Tax Opinion, another nationally recognized tax counsel reasonably acceptable to the Company, which includes King & Spalding LLP (“ Tax Counsel ”), a duly executed officer’s certificate reasonably satisfactory
to such Party and Tax Counsel dated as of the date requested by Tax Counsel, containing such customary representations, warranties and covenants as shall be reasonably necessary or appropriate to enable Tax Counsel to render the Closing Tax Opinion
and any such other opinions, in each case, at such time as Tax Counsel shall reasonably request.
 (d) If Rewind has not occurred prior to
the Closing, Parent shall cause the equity of Merger Sub to be transferred so that Merger Sub becomes a Subsidiary of Parent that is wholly owned by Parent indirectly solely through one or more entities classified as disregarded entities for U.S.
federal income tax purposes as of immediately prior to the Effective Time.
 (e) The Parties hereby adopt this Agreement as a “plan
of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code.

 12

 ARTICLE III

 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 Except as set forth in (a) any Company SEC Document filed with or furnished to the Securities and Exchange Commission (the
“ SEC ”) and available on EDGAR on or after January 1, 2026 and at least 24 hours prior to the date hereof ((i) without giving effect to any disclosure set forth in any Company SEC Document or any amendment to any Company SEC
Document in each case filed on or after such time and (ii) other than any disclosures contained under the captions “Risk Factors” or “Forward-Looking Statements,” and any other disclosures that are primarily predictive,
cautionary or forward-looking in nature), but it being understood that this clause (a) shall not be applicable to Section 3.2 (Capital Stock) and Section 3.25 (Brokers) or (b) the
disclosure letter delivered by the Company to Parent immediately prior to or simultaneously with the execution of this Agreement (the “ Company Disclosure Letter ”), the Company represents and warrants to Parent and Merger Sub as
follows:
 Section 3.1 Organization, Standing and Power .

 (a) Each of the Company and its Subsidiaries (i) is an entity duly organized, validly existing and in good standing (with respect to
jurisdictions that recognize such concept) under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business
as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing
or operation of its properties or assets makes such qualification or licensing a requirement, except in the case of clause (iii), and in the case of clause (i) and (ii) as they relate to Subsidiaries, where the failure to be so qualified
or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “ Material Adverse Effect ” means any event,
change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries, taken as a whole; provided , however , that in no event shall the items set forth on Section 3.1(a) of the Company Disclosure Letter result in a Material Adverse Effect; provided
further , however , Material Adverse Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent resulting from (1) changes or conditions generally affecting the oilfield services
industry, or the economy or the financial or securities markets, in the United States or Canada, including effects on such industry, economy or markets resulting from any regulatory and political conditions or developments in general,
(2) geopolitical conditions or changes that are the result of the outbreak, conduct or escalation of war (whether declared or undeclared) or acts of terrorism or sabotage (including cyber-attacks), (3) changes (after the date of this
Agreement) in GAAP or interpretations thereof, (4) changes or proposed changes (after the date of this Agreement) in Laws (including changes in the interpretations thereof by any applicable Governmental Entity), (5) any action or failure to
take action, in each case, as expressly required by this Agreement or at the written request of Parent or Merger Sub, (6) any failure, in and of itself, to meet any internal or published projections, forecasts, estimates or predictions in
respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the events, changes, circumstances, occurrences or effects giving rise to or contributing to such failure may be deemed to constitute or
be taken into account in determining whether there has occurred or would occur a Material Adverse Effect if they are not otherwise

 13

excluded by this definition), (7) any epidemic, pandemic, disease outbreak or other public health crisis, public health event, or the worsening of any of the foregoing, or any hurricane, tornado,
flood, fire, volcano, earthquake, freeze, or other natural disaster, (8) the announcement or pendency of the transactions contemplated by this Agreement, including any litigation, claim or proceeding arising from allegations of a breach of
fiduciary duty or other violation of applicable securities Laws relating to this Agreement and the transactions contemplated hereby, or the identity of Parent or any of its Subsidiaries, including the impact of the foregoing on the relationships,
contractual or otherwise, of the Company and any of its Subsidiaries with customers, suppliers, service providers, Governmental Entities or any other Persons, (9) any change in the market price or trading volume of the Company Common Stock
( provided , that the exception in this clause (9) shall not prevent or otherwise affect a determination that any event, change, circumstance, occurrence, effect or state of facts underlying such change has resulted in, or contributed to,
a Material Adverse Effect) or (10) seasonal fluctuations in revenue or earnings; provided that, with respect to clauses (1), (2), (3), (4) and (7), the impact of such event, change, circumstance, occurrence, effect or state of facts
is not disproportionately adverse to the Company and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and its Subsidiaries operate.

 (b) The Company has previously made available to Parent true and complete copies of the Company’s certificate of incorporation (the
“ Company Charter ”) and bylaws (the “ Company Bylaws ”). The Company is not in violation of any provision of the Company Charter or Company Bylaws.

 Section 3.2 Capital Stock .

 (a) The authorized capital stock of the Company consists of 11,250,000 shares of Company Common Stock and 10,000,000 shares of preferred
stock, par value $0.01 per share, with one such share of preferred stock being designated as the “Special Voting Share” (the “ Company Preferred Stock ”). As of 5:00 p.m. Central Time on May 29, 2026 (the
“ Company Measurement Time ”), (i) 2,624,523 Shares (excluding treasury shares) were issued and outstanding, (ii) 95,210 Shares were held by the Company in its treasury, (iii) no shares of Company Preferred Stock were
issued and outstanding, and (iv) 351,118 Shares were reserved for issuance pursuant to the Company Stock Plans of which (A) 81,492 Shares were subject to outstanding Company DSUs, (B) 67,603 Shares were subject to outstanding Company RSUs
(excluding Company DSUs), (C) 114,084 Shares were subject to outstanding Company PSUs (assuming performance at the target level), and (D) 1,523 Shares were subject to outstanding Company Options, and (v) 86,416 Shares were reserved for issuance
pursuant to the Company ESPP. All outstanding shares of capital stock of the Company are, and all shares reserved for issuance will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in
violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is a party
or is otherwise bound. No shares of capital stock of the Company are owned by any Subsidiary of the Company. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly
authorized and validly issued and are fully paid, nonassessable and not subject to any preemptive rights. All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or
indirectly, by the Company, free and clear of all pledges, mortgages, claims, liens, charges, options, rights of first refusal, adverse claims, encumbrances and security interests of any kind or nature whatsoever (including any limitation on voting,
sale, transfer or

 14

other disposition or exercise of any other attribute of ownership) (collectively, “ Liens ”), other than Permitted Liens. As of the Company Measurement Time, neither the Company
nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the
Company or such Subsidiary on any matter. Except as set forth above in this Section 3.2(a) , as of the Company Measurement Time, there are no outstanding (A) shares of capital stock or other voting securities or equity
interests of the Company, (B) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of the Company or other voting securities or equity interests of the Company or any
of its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based
awards or rights or (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any shares of
capital stock of the Company or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of the Company or any of its
Subsidiaries or rights or interests described in the preceding clause (C). There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the
holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries.

 (b) Section 3.2(b) of the Company Disclosure Letter sets forth a true and complete list of all holders, as of the Company Measurement Time, of
outstanding Company Equity Awards, indicating as applicable, with respect to each Company Equity Award then outstanding, the type of award, the number of Shares subject to such Company Equity Award, the name of the Company Stock Plan under which
such award was granted, the date of grant, exercise or purchase price (if applicable), the Max Value Cap (for Company ESUs), the vesting schedule, and expiration date thereof (if applicable). Except for the Company Equity Awards set forth on
Section 3.2(b) of the Company Disclosure Letter, there are no outstanding options, restricted stock units or other similar rights to purchase or receive Shares or other awards granted under the Company Stock Plans or otherwise. Each Company
Option has an exercise price that is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such option. The Company ESPP has been duly suspended since July 1, 2019.

 Section 3.3 Subsidiaries . Section 3.3 of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary
of the Company, including its jurisdiction of incorporation or formation. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any equity, membership interest,
partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing.

 Section 3.4 Authority .

 (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and,
subject to obtaining the Written Consent, to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have
been duly authorized by all necessary

 15

corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger and the other
transactions contemplated hereby (other than the Written Consent). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and
binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the
enforcement of creditors’ rights generally or by general principles of equity).
 (b) The Company Board, at a meeting duly called and
held, unanimously (i) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable
this Agreement and the transactions contemplated hereby, including the Merger and (iii) directed that this Agreement be submitted to the stockholders of the Company for adoption by written consent pursuant to Section 228 of the DGCL and
recommended that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

 (c) The Written Consent is the only approval of the holders of any class or series of the Company’s capital stock or other securities
required in connection with the adoption of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreement.

 Section 3.5 No Conflict; Consents and Approvals .

 (a) The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the Transactions and compliance
by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation,
modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien (other than a Permitted Lien) in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under,
or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the
certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings referred to in Section 3.5(b)(i), (ii) and (iii) , any federal, state, local or foreign law
(including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“ Law ”) or any rule or regulation of the Nasdaq Capital Market applicable to the
Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii) as, individually or in the aggregate, has not had
and would not reasonably be expected to have a Material Adverse Effect.
 (b) Except as set forth in
 Section 3.5(b) of the Company Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision
thereof or any other governmental, administrative, judicial, arbitrator or arbitral panel (public or private),

 16

legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “ Governmental Entity ”) is required by or with respect to
the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Transactions or compliance with the provisions hereof, except for
(i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), the Securities Exchange Act of 1934, as amended (the “ Exchange
Act ”), and any other applicable state or federal securities, takeover and “blue sky” laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iii) any filings
or approvals required under the rules and regulations of any stock exchange (including the Nasdaq Capital Market) and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of
which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

 Section 3.6 SEC Reports; Financial Statements .

 (a) The Company has filed with or furnished to the SEC all forms, reports, schedules, statements and other documents required to be filed with
or furnished to the SEC by the Company since January 1, 2025 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “ Company SEC
Documents ”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Company SEC Documents complied in all material respects with the
applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), as the case may be, including, in each case, the applicable rules and regulations promulgated
thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.
 (b) The financial statements (including the related notes and schedules thereto) included (or
incorporated by reference) in the Company SEC Documents (i) have been prepared in a manner consistent with the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with generally accepted accounting
principles in the United States (“ GAAP ”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (iv) fairly present in
all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP and the applicable rules and regulations
promulgated by the SEC. Since March 31, 2026, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or
applicable Law. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and
reflect only actual transactions.

 17

 (c) The Company has established and maintains disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Such disclosure controls and procedures are designed to ensure that all material information relating to
the Company, including its consolidated Subsidiaries, required to be disclosed in the Company’s periodic and current reports under the Exchange Act, is made known to the Company’s chief executive officer and its chief financial officer
by others within those entities to allow timely decisions regarding required disclosures under the Exchange Act.
 (d) The Company and its
Subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) which is effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP.

 (e) Since January 1, 2025, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director,
officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the
accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or
any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported
evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee
thereof or to any director or officer of the Company or any of its Subsidiaries.
 (f) As of the date of this Agreement, there are no
outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is subject to ongoing review or outstanding SEC
comment or investigation.
 (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to,
any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any
unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of
 Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company
or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Documents.

 (h) The Company is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act that are applicable to the Company.

 (i) No Subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC.

 18

 Section 3.7 No Undisclosed Liabilities . Neither the Company nor any of its
Subsidiaries has any liabilities or obligations of any nature that would be required by GAAP to be reflected on a consolidated balance sheet, except (a) to the extent accrued or reserved against in the audited consolidated balance sheet of the
Company and its Subsidiaries as at December 31, 2025 included in the Annual Report on Form 10-K filed by the Company with the SEC on March 5, 2026 (without giving effect to any amendment thereto
filed on or after the date hereof), (b) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2025, (c) for liabilities under this Agreement or incurred in connection
with the Transactions and (d) for liabilities which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

 Section 3.8 Certain Information . None of the information supplied or to be supplied by or on behalf of the Company for inclusion
or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Information Statement will, on the date it is first mailed to the stockholders of the Company,
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject
to the first sentence of Section 4.8 , the Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the
foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Information Statement based on information supplied by or on
behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein.
 Section 3.9 Absence of Certain
Changes or Events . Since March 31, 2026 through the date of this Agreement: (a) the Company and its Subsidiaries have conducted their businesses only in the ordinary course of business consistent with past practice, (b) without
limiting the generality of the foregoing, the Company and its Subsidiaries have not taken any action that, if taken after the date of this Agreement, would constitute a breach of, or require the consent of, Parent under
 Section 5.1(a) , and (c) there has not been or occurred any Material Adverse Effect.
 Section 3.10
 Litigation . Except as has not had and would not reasonably be expected to have a Material Adverse Effect, there is no, and for the past three (3) years there has not been any, action, suit, claim, arbitration, investigation, inquiry,
grievance, charge, complaint, demand, challenge, notice, audit, inquiry or other proceeding (each, an “ Action ”) (or basis therefor) pending or, to the knowledge of the Company, threatened against or affecting the Company or any of
its Subsidiaries, any of their respective properties or assets, or any present or former officer, director or employee of the Company or any of its Subsidiaries in such individual’s capacity as such (whether regarding contractual, labor,
employment, benefits or other matters). Neither the Company nor any of its Subsidiaries nor any of their respective properties or assets is subject to any outstanding judgment, order, injunction, rule, ruling, award, writ or decree of any
Governmental Entity that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. There is no Action pending or, to the knowledge of the
Company, threatened seeking to prevent, hinder, modify, delay or challenge the Merger or any of the other transactions contemplated by this Agreement.

 19

 Section 3.11 Compliance with Laws . Except as has not had and would not
reasonably be expected to have a Material Adverse Effect: (a) the Company and each of its Subsidiaries are and, since January 1, 2024 have been, in compliance with all applicable Laws; (b) neither the Company nor any of its
Subsidiaries has received, since January 1, 2024, a notice or other communication alleging or relating to a possible violation of any applicable Law; and (c) the Company and each of its Subsidiaries have in effect all permits, licenses,
variances, exemptions, approvals, authorizations, consents, operating certificates, franchises, orders and approvals (collectively, “ Permits ”) of all Governmental Entities necessary or advisable for them to own, lease or operate
their properties and assets and to carry on their businesses and operations as now conducted, and there has occurred no violation of, default (with or without notice or lapse of time or both) under or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit, nor would any such revocation, non-renewal, adverse
modification or cancellation result from the consummation of the transactions contemplated hereby. Except as has not had and would not reasonably be expected to have a Material Adverse Effect, all Permits are valid and in full force and effect.

 Section 3.12 Benefit Plans .

 (a) As used herein, “ Company Plan ” means each material (i) “employee benefit plan” (within the meaning of
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), whether or not subject to ERISA), (ii) stock purchase, stock option, equity, phantom stock or other equity-based plan, severance,
employment, consulting, collective bargaining, change-in-control, fringe benefit, bonus, incentive, retention, deferred compensation, profit sharing, pension,
retirement, supplemental retirement, health, life, or disability insurance, dependent care, vacation, paid leave or (iii) other employee benefit or compensation plan, agreement, program, policy arrangement or Contract, whether or not subject to
ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), in each case, to which the Company is a party, with respect to which the Company
has any liability or which is maintained, contributed to, required to be contributed to or sponsored by the Company for the benefit of any current or former employee, director, individual independent contractor or consultant of the Company or its
Subsidiaries (whether written or oral), other than any “multiemployer plan” (within the meaning of ERISA section 3(37)).

 (b) The Company has provided or made available to Parent a current, accurate and complete copy of each Company Plan, or if such Company Plan
is not in written form, a written summary of all of the material terms of such Company Plan. With respect to each Company Plan, the Company has furnished or made available to Parent a current, accurate and complete copy of, to the extent applicable:
(i) any related trust agreement or other funding instrument or insurance agreement; (ii) the most recent determination or opinion letter from the Internal Revenue Service (the “ IRS ”); (iii) the most recent summary
plan description and summary of material modifications, (iv) for the two most recent years (A) the Form 5500 and attached schedules and (B) audited financial statements, and (v) all material
 non-routine correspondence related to any Company Plan received from, or provided to, the Internal Revenue Service, the Department of Labor, or any other Governmental Entity since January 1, 2024.

 20

 (c) Neither the Company, its Subsidiaries nor any ERISA Affiliates has within the past six
years sponsored, maintained or contributed to, or has any liability with respect to: (i) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA); (ii) an “employee pension benefit plan,” within
the meaning of Section 3(2) of ERISA that is subject to Title IV of ERISA or Section 412 of the Code, (iii) “multiple employer welfare arrangement” as defined in ERISA Section 3(40), (iv) “multiple employer
plan” within the meaning of ERISA Section 210 or Code Section 413(c), (v) any “voluntary employees beneficiary association” within the meaning of Section 501(c)(9) of the Code, or (vi) any “welfare benefit
fund” within the meaning of Section 419 of the Code.
 (d) Except as set forth in Section 3.12(d) of
the Company Disclosure Letter, with respect to the Company Plans, except as has not had and would not reasonably be expected to have a Material Adverse Effect, since January 1, 2024:

 (i) each Company Plan has been established, maintained, funded and administered in compliance with its terms and the applicable provisions of
ERISA and the Code and all other applicable Law and no event has occurred and no condition exists that has subjected, or would reasonably be expected to subject any of the Company or any of its Subsidiaries to any liability imposed by ERISA, the
Code, or any other applicable Law;
 (ii) no non-exempt prohibited transaction, as described in
Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Company Plan, and all payments, premiums, and contributions required to be made under the terms of any Company Plan or related funding arrangement have been
timely made to the extent due or properly accrued;
 (iii) each Company Plan intended to be qualified under Section 401(a) of the
Code is the subject of or is otherwise entitled to rely on a favorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and, to the knowledge of the Company, nothing has occurred since the date of
such letter that would reasonably be expected to cause the loss of the sponsor’s ability to rely upon such letter, and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to result in the loss of the
qualified status of such Company Plan;
 (iv) there is no Action (including any investigation, audit or other administrative proceeding)
pending, or to the knowledge of the Company, threatened, relating to the Company Plans, any fiduciaries thereof with respect to their duties to the Company Plans or the assets of any of the trusts under any of the Company Plans (other than routine
claims for benefits) nor, to the knowledge of the Company, are there facts or circumstances that exist that could reasonably give rise to any such actions;

 (v) the Company and its Subsidiaries do not maintain any Company Plan that is a “group health plan” (as such term is defined in
Section 5000(b)(1) of the Code) that has not been administered and operated in compliance with the applicable requirements of Section 601, et seq. of ERISA, Section 4980B(b) of the Code;

 (vi) the Company and its Subsidiaries have not incurred (whether or not assessed) any penalty or Tax under Code Sections 4980B, 4980D, 4980H,
6721 or 6722, and to the knowledge of the Company, no circumstances exist and no events have occurred that would reasonably be expected to result in the imposition of any such penalties or Taxes;

 21

 (vii) none of the Company Plans currently provides, or reflects or represents any liability
to provide, post-termination or retiree welfare benefits to any individual for any reason, except as may be required by Section 601, et seq. of ERISA and Section 4980B(b) of the Code or other applicable similar law regarding health
care coverage continuation (collectively “ COBRA ”) and none of the Company, its Subsidiaries or any ERISA Affiliates has any liability to provide post-termination or retiree welfare benefits to any individual or ever represented,
promised or contracted to any employee or former employee of the Company (either individually or to Company employees as a group) or any other individual that such employee(s) or other individual would be provided with post-termination or retiree
welfare benefits, except to the extent required by statute or except with respect to a contractual obligation to reimburse any premiums such individual may pay in order to obtain health coverage under COBRA; and

 (viii) with respect to each Company Plan that is not subject exclusively to United States Law (each, a “ Non-U.S. Benefit Plan ”), (i) all employer and employee contributions to each Non-U.S. Benefit Plan required by applicable Law or by the terms of such Non-U.S. Benefit Plan or pursuant to any other contractual obligation (including contributions to all mandatory provident fund schemes) have been timely made in accordance with applicable Law; (ii) from and
after the Effective Time, such funds, accruals or reserves under the Non-U.S. Benefit Plans shall be used exclusively to satisfy benefit obligations accrued under such
 Non-U.S. Benefit Plans or else shall remain or revert to the Company and its Affiliates in accordance with the terms of such Non-U.S. Benefit Plan or applicable Law; and
(iii) each Non-U.S. Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

 (e) Except as set forth in Section 3.12(e) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the
consummation of the Transactions will (A) entitle any current or former employee, officer, director or consultant of the Company or any Subsidiary to severance pay, unemployment compensation or any other similar termination payment or to any
other compensatory payment, (B) accelerate the time of funding, payment or vesting, or increase the amount of or otherwise enhance any benefit or payment due to any such employee, officer, director or consultant, or (C) restrict the
ability of the Company or any Subsidiary to merge, amend or terminate any Company Plan, in each case, except as contemplated by Section 2.2 hereof.

 (f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions is reasonably expected to result, separately
or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code.

 (g) No Person is entitled to any gross-up, make-whole or other additional payment from the Company or
any of its Subsidiaries in respect of any Taxes (including Taxes imposed under Section 409A or 4999 of the Code).
 Section 3.13
 Labor Matters . Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2025:

 (a) The Company has provided or made available to Parent true and complete information with respect to all employees of the Company and its
Subsidiaries, specifying for each such individual the following information, to the extent permitted under applicable Privacy Law: (i) employee name or identification number; (ii) job title; (iii) hire date; (iv) full-time or
part-time status; (v) work location (by state, or if outside of the United States, country); (vi) exempt or non-exempt classification under wage and hour Law (as

 22

applicable); (vii) base annual salary or hourly wage rate (as applicable); (viii) other than with respect to RJ Machine Mexico, S. de R.L. de C.V., bonus, commission and other incentive
compensation paid for 2025 and targeted for 2026; (ix) Union affiliation; (x) leave status (including the type of leave, start date of leave and expected return date, if applicable); (xi) accrued, unused vacation or other paid time off;
(xii) visa status (including visa or permit type and expiration date); and (xiii) employing entity.
 (b) The Company and each of
its Subsidiaries are, and since January 1, 2024 have been, in compliance with all applicable Laws relating to labor, employment and employment practices, including those relating to terms and conditions of employment, wages, hours, overtime
classifications, collective bargaining, unemployment compensation, workers’ compensation, social insurances and similar statutory employment-related protections, equal employment opportunity, affirmative action and affirmative action plan
obligations, plant closures and layoffs (including the WARN Act), discrimination, immigration (including completion of Forms I-9 for all U.S. employees and proper confirmation of visas), classification of
exempt versus non-exempt employees and consultants and independent contractors, information privacy, harassment, retaliation, restrictive covenants, pay transparency, disability rights or benefits, termination
of employment, occupational safety and health, employee whistle-blowing, labor relations, employee leave issues, employee trainings and notices, automated employment decision tools and other artificial intelligence, and payment and withholding of
taxes, in each case, except for such noncompliance which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as has not had and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, each individual who is, or since January 1, 2025 has been, employed or engaged to provide services to the Company or any Subsidiary and is or was classified and treated as an exempt
employee, independent contractor, consultant, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes.

 (c) There are no, and since January 1, 2025 there have not been any, pending nor, to the knowledge of the Company, threatened, material
labor disputes, material labor grievances or material labor arbitrations, or work stoppages, labor strikes, controversies, slowdowns, lockouts, picketing, handbilling or claims of unfair labor practices against or affecting the Company or any of its
Subsidiaries by any current or former employees or other individual service providers of the Company or any of its Subsidiaries.
 (d)
Except as set forth in Section 3.13(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries are party to or bound by any Collective Bargaining Agreement, and no employees or other individual
service providers of the Company or any of its Subsidiaries are represented by any Union. There is no, and for the last three (3) years there has not been any, activity on behalf of any Union or group of current or former employees or other
individual service providers to organize any current or former employees or other individual service providers of the Company or any of its Subsidiaries. There are no, and since January 1, 2025 there have not been any, pending or, to the
knowledge of the Company, threatened (i) unfair labor practice charges or complaints against the Company or any of its Subsidiaries pending before the National Labor Relations Board, the Equal Employment Opportunity Commission, or any other
Governmental Entity, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) arbitration proceedings against the Company or any of its
Subsidiaries that arose out of or under any Collective Bargaining Agreement to which the Company or any Subsidiary is a party or bound by. No notice, consent, consultation, bargaining or other obligation is owed to any Union in connection with the
transactions contemplated by this Agreement.

 23

 (e) Except as has not had and would not reasonably be expected to have a Material Adverse
Effect, neither the Company nor any Subsidiary has effectuated a “plant closing” or “mass layoff” (as each term is defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar
applicable state, local, or foreign Law (the “ WARN Act ”)) that would trigger the notice requirements of the WARN Act.

 (f) Except as has not had and would not reasonably be expected to have a Material Adverse Effect, with respect to any current or former
employee, officer, consultant or other service provider of the Company, there are no, and since January 1, 2025 there have not been any, Actions against or affecting the Company or any of its Subsidiaries pending, nor to the Company’s
knowledge, threatened to be brought or filed, in connection with the employment or engagement of any current or former employee, officer, consultant or other service provider of the Company or any of its Subsidiaries, or any employment practices of
the Company or any of its Subsidiaries.
 (g) Since January 1, 2025, there have been no allegations of sexual misconduct, sexual
harassment or other material harassment, discrimination or retaliation against any current or former officer, director, executive, or managerial or supervisory level employee or service provider of the Company or any of its Subsidiaries, and neither
the Company nor any of its Subsidiaries have entered into any settlement or similar Contract in respect of any of the foregoing.
 (h) To
the knowledge of the Company, no employee or other individual service provider with annual base compensation in excess of $150,000 intends to terminate his or her employment or engagement with the Company or any of its Subsidiaries prior to the one-year anniversary of the Closing.
 Section 3.14 Environmental Matters . Except as has not
had and would not reasonably be expected to have a Material Adverse Effect:
 (a) The Company and its Subsidiaries have obtained, are in
compliance with, and for the past three years have complied with, all Permits of all Governmental Entities and any other Person that are required under any Environmental Law;

 (b) There has been no Release of any Hazardous Substance by the Company or any of its Subsidiaries or any other Person in any manner that has
given or would reasonably be expected to give rise to any liability of the Company or any of its Subsidiaries under applicable Environmental Laws;

 (c) Neither the Company nor any of its Subsidiaries has received any claims, notices, demand letters or requests for information (except for
such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any federal, state, local, foreign or provincial Governmental Entity asserting that the Company
or any of its Subsidiaries is in violation of, or liable under, any Environmental Law;

 24

 (d) No Hazardous Substance has been disposed of, arranged to be disposed of, Released or
transported in violation of any applicable Environmental Law, or in a manner that has given or would reasonably be expected to give rise to any liability under any Environmental Law, in each case, on, at, under or from any current or former
properties or facilities owned or operated by the Company or any of its Subsidiaries and, to the knowledge of the Company, Hazardous Substances are not otherwise present at or about any such properties or facilities in amount or condition that has
resulted in or would reasonably be expected to result in liability to the Company or any of its Subsidiaries under any Environmental Law;

 (e) Neither the Company nor its Subsidiaries are currently subject to any suit, settlement, court order, administrative order, regulatory
requirement, judgment or claim relating to a violation of, or liability under, any Environmental Law; and
 As used herein, “ Environmental
Law ” means any Law relating to (i) the protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface and subsurface soils and strata, plant and animal life or any
other natural resource) or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, Release or disposal of Hazardous Substances. As used herein, “ Hazardous
Substance ” means any substance listed, defined, designated, classified or regulated as a hazardous waste, pollutant or contaminant or term of similar import or as hazardous, toxic, radioactive or term of similar import under any
Environmental Law, including but not limited to petroleum or petroleum products, radioactive materials or wastes, asbestos in any form, radon, urea formaldehyde foam insulation, per- and polyfluoroalkyl
substances, and polychlorinated biphenyls. As used herein, “ Release ” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the
environment (including ambient air, surface water, groundwater, land surface or subsurface strata).
 Section 3.15 Taxes .
Except as has not had and would not reasonably be expected to have a Material Adverse Effect:
 (a) the Company and each of its Subsidiaries
have prepared and timely filed (taking into account any extension of time within which to file) all income and other Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects;

 (b) the Company and each of its Subsidiaries have timely paid in full all income and other Taxes due and owing by it whether or not shown
as due on such Tax Returns, including any such Taxes required to be withheld, collected or deposited by the Company or any of its Subsidiaries;

 (c) the Company and each of its Subsidiaries have complied with all applicable Laws relating to the payment, collection, withholding and
remittance of Taxes (including information reporting requirements) with respect to payments made to any employee, creditor, independent contractor, stockholder, or other third party;

 (d) there are no outstanding or pending audits, examinations, investigations or other proceedings in respect of income or other Taxes of the
Company or any of its Subsidiaries;

 25

 (e) neither the Company nor any of its Subsidiaries has waived, extended, or requested a
waiver or extension in writing for any statute of limitations with respect to the assessment or collection of Taxes, or has agreed to any extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such
extension or waiver) has not yet expired (in each case other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business);

 (f) there are no Liens for Taxes upon any property of the Company or any of its Subsidiaries, except for Permitted Liens;

 (g) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing
corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code occurring during the two-year period ending on the date hereof;

 (h) neither the Company nor any of its Subsidiaries has entered into any “listed transaction” within the meaning of
Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)(2) (or any similar provision of state, local or foreign Law);

 (i) neither the Company nor any of its Subsidiaries is a party to or bound by, or has any obligation under, any Tax indemnity, sharing,
allocation, or reimbursement agreement or arrangement, other than (i) customary Tax provisions in ordinary course commercial agreements, the principal purpose of which is not related to Taxes, and (ii) any agreement or arrangement solely
between or among the Company and/or any of its Subsidiaries;
 (j) no written claim has been made by any Governmental Entity within the
past three years in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns of a certain type that such entity is or may be subject to Taxes in that jurisdiction of such type; and

 (k) neither the Company nor any of its Subsidiaries has been a member of an affiliated, combined, consolidated, unitary or similar group of
corporations within the meaning of Section 1504 of the Code (or any similar applicable state, local or foreign Law) other than a group the common parent of which was the Company or any of its Affiliates.

 Section 3.16 Contracts .

 (a) Section 3.16 of the Company Disclosure Letter lists each Contract (other than a Company Plan) of the following types to which the Company
or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound:
 (i) any Contract required to be
filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K;
 (ii) any Contract that materially limits the ability of the Company or any of its
Subsidiaries to compete in any line of business or with any Person or in any geographic area, or that materially restricts the right of the Company and its Subsidiaries to sell to or purchase from any Person or to hire any Person, or that contains
an exclusivity or “most favored nation clause” that restricts the business of the Company or any of its Subsidiaries, taken as a whole, in a material manner;

 26

 (iii) any Contract with respect to the formation, creation, operation, management or
control of a joint venture, partnership or other similar agreement or arrangement;
 (iv) any Contract relating to Indebtedness (other
than such Contracts solely between or among the Company and its Subsidiaries) and having an outstanding principal amount in excess of $250,000;

 (v) any Contract involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of capital stock or other equity
interests, or any assets or liabilities that are material to the Company and its Subsidiaries, taken as a whole (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice) and under which
the Company or its Subsidiaries have a continuing obligation or liability;
 (vi) any Contract that by its terms calls for aggregate
payment or receipt by the Company and its Subsidiaries under such Contract of more than $750,000 over the remaining term of such Contract;

 (vii) any Contract that is a license agreement, covenant not to sue agreement or co-existence
agreement or similar agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party and licenses out Intellectual Property owned by the Company or its
Subsidiaries or agrees not to assert or enforce Intellectual Property owned by the Company or such Subsidiary, other than license agreements for software that is generally commercially available;

 (viii) any Contract (A) relating to the licensing of Intellectual Property owned by a third party (by the Company or its Subsidiaries as
licensee) that is material to the Company or its Subsidiaries or involves consideration in excess of $100,000, and (B) affecting the Company’s or its Subsidiaries’ ability to use, enforce, or disclose any Intellectual Property
(excluding in each case, (i) licenses for unmodified, commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms and (ii) non-exclusive licenses by the
Company or its Subsidiaries in the ordinary course of business);
 (ix) any Contract pursuant to which the Company or any of its
Subsidiaries has provided funds to or made any loan, capital contribution or other investment in, or assumed any liability or obligation of, any Person, in excess of $250,000, including
 take-or-pay contracts or keepwell agreements;
 (x) any
material Contract not entered into in the ordinary course of business between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company;

 (xi) any material Contract with a former executive officer or director of the Company or any of its Subsidiaries;

 (xii) any Collective Bargaining Agreement; or

 27

 (xiii) any Contract relating to settlement or other final disposition of any material
Action since January 1, 2024.
 Each contract of the type described in clauses (i) through (xiii) is referred to herein as a
“ Material Contract .”
 (b) Except as, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect, (i) each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto,
and is in full force and effect and enforceable in accordance with its terms, except in each case to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the
enforcement of creditors’ rights generally or by general principles of equity, (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be
performed by it under each Material Contract, and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has
occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract,
nor has the Company or any of its Subsidiaries received any notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all Material Contracts, including all amendments thereto.

 Section 3.17 Insurance . The Company and each of its Subsidiaries are covered by valid and currently effective insurance policies
issued in favor of the Company or one or more of its Subsidiaries that are, to the knowledge of the Company, customary and adequate for companies of similar size in the industries and locations in which the Company operates. Section 3.17 of the
Company Disclosure Letter sets forth, as of the date hereof, a true and complete list of all material insurance policies issued in favor of the Company or any of its Subsidiaries, or pursuant to which the Company or any of its Subsidiaries is a
named insured or otherwise a beneficiary, as well as any historic incurrence-based policies still in force. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, with respect
to each such insurance policy, (a) such policy is in full force and effect and all premiums due thereon have been paid, (b) neither the Company nor any of its Subsidiaries is in material breach or default, and has not taken any action or
failed to take any action which (with or without notice or lapse of time, or both) would constitute such a material breach or default, or would permit termination or modification of, any such policy and (c) to the knowledge of the Company, no
insurer issuing any such policy has been declared insolvent or placed in receivership, conservatorship or liquidation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,
there are no claims pending under any insurance policies currently in effect and no claim has been made since January 1, 2025 that was denied, rejected, disputed or refused coverage, in whole or in part (other than a customary reservation of
rights notice). No notice of cancellation or termination has been received with respect to any such policy, nor will any such cancellation or termination result from the consummation of the Transactions.

 28

 Section 3.18 Real Property .

 (a) Section 3.18(a)(i) of the Company Disclosure Letter contains a true, correct and complete list of the Owned Real Property, and sets
forth the common street address for each parcel of Owned Real Property and the applicable owner thereof. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or
one of its Subsidiaries has good and valid fee simple title to the Owned Real Property, free and clear of all Liens other than Permitted Liens. Except as set forth in Section 3.18(a)(ii) of the Company Disclosure Letter,
neither the Company nor any of its Subsidiaries is a party to any contract to purchase or sell any Owned Real Property, and no party has a right of first offer, right of first refusal, purchase option or other right to acquire any of the Owned Real
Property.
 (b) Section 3.18(b) of the Company Disclosure Letter sets forth a true and complete list of the Leased Real Property,
the address for each parcel of the Leased Real Property, and a description of the applicable lease, sublease or other agreement therefor and any amendments, modifications, guarantees and supplements thereto (each, a “ Lease
 Agreement ”). True, correct and complete copies of all Lease Agreements have been made available to Parent.
 (c) Each
Lease Agreement is valid and in full force and effect and no event has occurred that, with notice, lapse of time or both, would constitute a material default or termination event by the Company or any of its Subsidiaries or, to the knowledge of the
Company, any other party under any such Lease Agreement. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the
Company any other party to any Lease Agreement, is in violation of any provision of such lease which, with or without notice, lapse of time, or both, would constitute a default or termination event under the provisions of such Lease Agreement.

 (d) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Company and its
Subsidiaries have fee simple title to or a valid leasehold interest in the Owned Real Property and the Leased Real Property (as applicable) as necessary to permit the Company and its Subsidiaries to conduct their business in the ordinary course as
currently conducted, free and clear of all Liens except Permitted Liens.
 (e) The Owned Real Property and Leased Real Property constitute
all of the material real property used or necessary for use in connection with the conduct of the business of the Company and its Subsidiaries as presently conducted.

 Section 3.19 Intellectual Property . The Company or a Subsidiary of the Company owns, or is licensed or otherwise possesses
adequate rights to use (in substantially the manner and to the extent it has used the same), all of the following as they exist in any jurisdiction throughout the world and under any international treaties or conventions, that are material to the
Company and its Subsidiaries, taken as a whole: (i) trademarks, trade names, service marks, domain names, trade dress, corporate names, logos, slogans and other indicia of origin, source or quality and all translations, transliterations,
adaptations, derivations and combinations of the foregoing, whether registered or not, together with all goodwill associated with each of the foregoing, and registrations and applications for registration of any of the foregoing; (ii) patents
and patent applications of any kind (including originals, divisions, continuations, continuations-in-part, extensions, reexaminations and r…