CES Energy Solutions Corp. — Capital/Financing Update 2022

Aug 22, 2022

EXECUTION VERSION

CES ENERGY SOLUTIONS CORP.

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6.375% SENIOR NOTES DUE 2024

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FIFTH SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 19, 2022

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COMPUTERSHARE TRUST COMPANY OF CANADA

Trustee

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATION ............................................................................................... 1 Section 1.1 To Be Read with Indenture ................................................................................................ 1 Section 1.2 Definitions ............................................................................................................................. 1 Section 1.3 Conflicts with Indenture ...................................................................................................... 2 Section 1.4 Headings, etc. ...................................................................................................................... 2 Section 1.5 Governing Law ..................................................................................................................... 2 ARTICLE 2 AMENDMENT AND SUPPLEMENT ...................................................................................................... 2 Section 2.1 Amendment to Section 4.9(b)(1) ....................................................................................... 2 ARTICLE 3 MISCELLANEOUS .................................................................................................................................... 2 Section 3.1 Acceptance of Trust ............................................................................................................ 2 Section 3.2 Assignment ........................................................................................................................... 3 Section 3.3 Confirmation of Indenture ................................................................................................... 3 Section 3.4 Effective Date ....................................................................................................................... 3 Section 3.5 Counterparts ........................................................................................................................ 3

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THIS FIFTH SUPPLEMENTAL INDENTURE dated as of August 19, 2022.

BETWEEN:

CES ENERGY SOLUTIONS CORP. , a company subsisting under the laws of the Province of Alberta (hereinafter called the “ Issuer ”)

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Each of the Guarantors listed on the signature pages hereto

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COMPUTERSHARE TRUST COMPANY OF CANADA , a trust company incorporated under the laws of the Province of Ontario authorized to carry on the business of a trust company in Alberta (hereinafter called the “ Trustee ”).

WHEREAS the Issuer has entered into a trust indenture (the “ Indenture ”) with the Trustee dated as of October 20, 2017;

AND WHEREAS pursuant to Section 9.2 of the Indenture, Holders of at least a majority in aggregate principal amount of the Notes then outstanding under the Indenture may, by consent, approve an amendment to Section 4.9(b)(1) of the Indenture (the “ Amendment ”);

AND WHEREAS the Issuer has solicited certain Holders in order for the Issuer and the Trustee to execute and deliver this fifth supplemental indenture (the “ Supplemental Indenture ”) to effect the Amendment;

AND WHEREAS , as of August 19, 2022, Holders of more than a majority of the aggregate principal amount of the Notes outstanding have provided the Issuer with their written consent to the Amendment; AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee.

NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSETH that in consideration of the foregoing and the mutual agreements contained herein (the receipt and adequacy of which are acknowledged), the parties agree as follows:

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Section 1.1 To Be Read with Indenture

This Supplemental Indenture is a supplemental indenture to the Indenture. The Indenture and this Supplemental Indenture will be read together and will have effect as though all the provisions of both indentures were contained in one instrument. If any terms of the Indenture are inconsistent with the express terms or provisions hereof, the terms of this Supplemental Indenture shall prevail to the extent of the inconsistency.

Section 1.2 Definitions

All terms which are defined in the Indenture and used but not defined in this Supplemental Indenture have the meanings ascribed to them in the Indenture, as such meanings may be amended or

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supplemented by this Supplemental Indenture. In addition, the following terms shall have the meanings specified below:

“ Amendment ” has the meaning given to it in the Recitals.

• “ Supplemental Indenture ” has the meaning given to it in the Recitals.

• “ Indenture ” has the meaning given to it in the Recitals.

Section 1.3 Conflicts with Indenture

In the event of any inconsistency between the meaning given to a term in the Indenture and the meaning given to the same term in this Supplemental Indenture, the meaning given to the term in this Supplemental Indenture shall prevail to the extent of the inconsistency; provided, however, that the terms and provisions of this Supplemental Indenture may modify or amend the terms and provisions of the Indenture solely as applied to Section 4.9(b)(1).

Section 1.4 Headings, etc.

The division of this Supplemental Indenture into Articles, Sections and paragraphs, the inclusion of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Supplemental Indenture.

Section 1.5 Governing Law

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

ARTICLE 2 AMENDMENT AND SUPPLEMENT

Section 2.1 Amendment to Section 4.9(b)(1)

Section 4.9(b)(1) of the Indenture shall be deleted and replaced with the following:

“Indebtedness of the Issuer and any of its Restricted Subsidiaries under any Credit Facilities in an aggregate amount at any time outstanding, including the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face or undrawn amount thereof, as applicable) not to exceed the greater of (a) $400 million or (b) 30% of Consolidated Tangible Assets measured at the time of incurrence of such obligations, less the aggregate amount of all principal repayments with proceeds from Asset Sales made pursuant to Section 4.10(b)(1) in satisfaction of the requirements of such covenant.”

ARTICLE 3 MISCELLANEOUS

Section 3.1 Acceptance of Trust

The Trustee accepts the trusts in this Supplemental Indenture and agrees to carry out and discharge the same upon the terms and conditions set out in this Supplemental Indenture and in accordance with the Indenture.

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Section 3.2 Assignment

Except for as provided in the Indenture or this Supplemental Indenture, the Issuer shall not assign its obligations under the Indenture or this Supplemental Indenture.

Section 3.3 Confirmation of Indenture

The Indenture as amended and supplemented by this Supplemental Indenture is in all respects confirmed and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent therein provided.

Section 3.4 Effective Date

This Supplemental Indenture shall take effect upon the date first above written.

Section 3.5 Counterparts

This Supplemental Indenture may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument. Counterparts may be executed either in original or electronic form and the parties hereto adopt any signatures received by electronic means as original signatures of the parties.

[Signature Page Follows]

IN WITNESS OF WHICH this Supplemental Indenture has been duly executed by the Issuer and the Trustee.

Dated as of the date first written above.

CES ENERGY SOLUTIONS CORP.

Per: /s/ Anthony Aulicino Anthony Aulicino, Chief Financial Officer

COMPUTERSHARE TRUST COMPANY OF CANADA

Per: /s/ Angela Fletcher Angela Fletcher, Corporate Trust Officer Per: /s/ Luci Scholes Luci Scholes, Corporate Trust Officer

CANADIAN ENERGY SERVICES INC.

Per: /s/ Anthony Aulicino Anthony Aulicino, Chief Financial Officer

CANADIAN ENERGY SERVICES LP, by its general partner, CANADIAN ENERGY SERVICES INC.

Per: /s/ Anthony Aulicino Anthony Aulicino, Chief Financial Officer

CES HOLDINGS LTD.

Per: /s/ Anthony Aulicino Anthony Aulicino, Chief Financial Officer

CES OPERATIONS LTD.

Per: /s/ Anthony Aulicino Anthony Aulicino, Chief Financial Officer

CES INTERNATIONAL OPERATIONS S.À R.L

Per: /s/ Gloria White Gloria White, Manager (Class A)

CES HOLDINGS LUXEMBOURG S.À R.L

Per: /s/ Gloria White Gloria White, Manager (Class A)

CES TECHNOLOGY S.À R.L

Per: /s/ Gloria White Gloria White, Manager (Class A)

AES DRILLING FLUIDS HOLDINGS, LLC

Per: /s/ Yukie Heard Yukie Heard, Manager

SUPERIOR WEIGHTING PRODUCTS, LLC

Per: /s/ Yukie Heard Yukie Heard, Manager

CATALYST OILFIELD SERVICES 2016, LLC

Per: /s/ Yukie Heard Yukie Heard, Manager

AES DRILLING FLUIDS, LLC

Per: /s/ Yukie Heard Yukie Heard, Manager

JACAM CHEMICAL COMPANY 2013, LLC

Per: /s/ Yukie Heard Yukie Heard, Manager

JACAM CATALYST, LLC

Per: /s/ Yukie Heard Yukie Heard, Manager

JACAM LOGISTICS, LLC

Per: /s/ Yukie Heard Yukie Heard, Manager

JACAM MANUFACTURING 2013, LLC

Per: /s/ Yukie Heard Yukie Heard, Manager

STIMWRX ENERGY SERVICES LTD.

Per: /s/ Anthony Aulicino Anthony Aulicino, Chief Financial Officer

SIALCO MATERIALS LIMITED

Per: /s/ Anthony Aulicino Anthony Aulicino, Chief Financial Officer

CES CANCO 1, ULC

Per: /s/ Anthony Aulicino Anthony Aulicino, President

CES CANCO 2, LTD.

Per: /s/ Anthony Aulicino Anthony Aulicino, President

CES CANCO 3, LTD.

Per: /s/ Anthony Aulicino Anthony Aulicino, President

CES FINANCING LTD.

Per: /s/ Anthony Aulicino Anthony Aulicino, President

TRENCHLESS FLUID SYSTEMS, LLC

Per: /s/ Yukie Heard Yukie Heard, Manager

CESH INTERNATIONAL FINANCING, KFT

Per: /s/ Zita Tarjanyi Zita Tarjanyi, Director Per: Gloria White Gloria White, Director

CESH INTERNATIONAL TECHNOLOGY, KFT

Per: /s/ Zita Tarjanyi Zita Tarjanyi, Director

Per: /s/ Gloria White Gloria White, Director