Transaction Details

Footnotes

Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 2, 2024, by and among the Issuer, Schlumberger Limited ("SLB"), Sodium Holdco, Inc. and Sodium Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of SLB (the "Merger"). | Pursuant to the Merger Agreement, among other things, (i) each outstanding share of common stock of the Issuer ("Common Stock") prior to the effective time of the Merger (the "Effective Time") was cancelled and converted into the right to receive 0.735 shares of SLB common stock ("SLB Common Stock" and such ratio, the "Exchange Ratio") and if applicable, cash in lieu of fractional shares and (ii) each deferred stock unit of the Issuer outstanding immediately prior to the Effective Time (a "DSU") was cancelled and converted into the right to receive a number of shares of SLB Common Stock equal to the product of (A) the number of shares of Common Stock underlying the DSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. | Pursuant to the Merger Agreement and Section 280G Mitigation Agreement dated December 23, 2024 between the Issuer and the Reporting Person, each outstanding restricted stock award of the Issuer was assumed and converted at the Effective Time into restricted shares of SLB Common Stock, as adjusted by the Exchange Ratio.