Case 20-33627 Document 730 Filed in TXSB on 09/23/20 Page 1 of 2

N B7BUSINESSTHE NEW YORK TIMES WEDNESDAY, SEPTEMBER 23, 2020

C M Y K Nxxx,2020-09-23,B,007,Bs-BW,E1

TECHNOLOGY

plan said.On Wednesday, Republican

state attorneys general will alsoattend a meeting with Mr. Trumpand Mr. Barr over concerns of cen-sorship by social media compa-nies, according to two people withknowledge of the plan.

If Mr. Barr brings the case bythe end of this month, he will over-ride lawyers who worked on theinvestigation and who said theyneeded more time to bring astrong lawsuit.

Mr. Trump has supported ef-forts to restrain the power of Ama-zon, Apple, Facebook and Google.Last summer, the Justice Depart-ment and the Federal Trade Com-mission opened antitrust investi-gations into those companies,which combined are valued atmore than $5 trillion. The investi-gations were buttressed by stateinvestigations and a separateHouse inquiry into alleged mo-nopoly abuses by the four giants.

The Justice Department andGoogle declined to comment.

The department’s complaintcould come as early as next weekand is expected to start a multi-pronged battle against Google,the search giant owned by Alpha-bet. While details are still beingcompleted, the case on search isexpected to focus on Google’sagreements with other companieslike Apple, which set its search en-gine as the default option for userson iPhones and other devices.Those agreements give Google’ssearch engine an advantage overrivals.

The complaint is expected to befollowed by other antitrust ac-tions against Google by the end ofthe year, according to people withknowledge of the plans by the de-partment and states.

Separately, an investigation bystate attorneys general ofGoogle’s behavior in digital adver-tising — the source of virtually allof Alphabet’s $34 billion in annualprofit — is nearly complete. Thatinvestigation, led by Ken Paxton,the Republican attorney generalof Texas, is expected to result in asuit accusing Google of using tac-tics that have undermined compe-tition in the market for online ad-vertising, a person briefed on theinquiry said. That suit, the personsaid, should be ready to be filedsoon, with the Justice Departmentpotentially joining as a plaintiffbut with Texas taking the lead. A

spokeswoman for Mr. Paxton didnot immediately respond to a re-quest for comment.

There is also the potential for anadditional, broader suit by thestates, led by Phil Weiser, theDemocratic attorney general ofColorado. It would include morewide-ranging allegations ofGoogle using its dominance of thesearch market to favor its shop-ping and other services, the per-son said. That investigation is stillin progress, and a case, if filed,would come later than the othertwo, the person said. Mr. Weiserdeclined to comment.

Google controls about 90 per-cent of web searches globally, andrivals have complained that it ex-

tended that power by making itssearch and browsing tools the de-faults on many smartphones.Google also captures about one-third of every dollar spent on on-line advertising, and its ad toolsare used to supply and auction adsthat appear across the internet.

The contracts Google reacheswith other tech companies toserve as a default search enginehave already attracted attentioninternationally, in inquiries thatmay provide a preview into the ar-gument by the Justice Depart-ment.

Britain’s Competition and Mar-kets Authority said in a report thissummer that the scale of Google’spayments to mobile phone mak-ers like Apple for its search engineto be the default on those deviceswas “striking and demonstratesthe value that Google places onthese default positions.” The regu-lator also found that those agree-ments were “a barrier to expan-sion for other search engines.”

Justice Department’s Google Lawsuit Said to Focus on Search DominanceFROM FIRST BUSINESS PAGE

Cecilia Kang and Katie Benner re-ported from Washington, Steve Lohrfrom New York, and Daisuke Waka-bayashi from Oakland, Calif. DavidMcCabe contributed reporting fromWashington.

Ken Paxton, attorney general ofTexas, is said to be planning to sueGoogle over digital advertising.

AL DRAGO FOR THE NEW YORK TIMES

Google owns the world’s leadingsearch engine, it operates thelargest video-hosting service inYouTube, and its popular webbrowser, email, map and meetingsoftware is used by billions of peo-ple.

But its financial heft — thesource of nearly all its enormousprofits — is advertising. And per-haps no day was more pivotal intransforming Google into a pow-erhouse across the entire digitaladvertising industry than April 13,2007, when the company clincheda deal to buy DoubleClick for $3.1billion.

The deal turned out to be “a to-tal game changer, a crucial piecein the larger jigsaw puzzle Googleput together,” said Timothy Arm-strong, a former Google executivewho championed the acquisition.

It has also turned out to be aclassic example of why a growingnumber of antitrust experts saylawmakers need to broadly re-think how mergers are regulatedwhen the buyer is a tech companywith strong and growing marketpower.

The Justice Department is ex-pected to file an antitrust suitagainst Google by the end of themonth. The case is expected toconcentrate on how Google usesits dominant search engine toharm rivals and consumers.

An investigation by attorneysgeneral from dozens of states, ledby Texas, into Google’s ad busi-ness may result in a separate suit.But the Justice Department wantsto move quickly, and that meantleaving out the ad allegations. Itsdecision points to the challengefacing antitrust enforcement in afast-moving, highly complex techbusiness: Investigations are diffi-cult, long and backward looking.

Instead, those experts say, thecountry needs a more pre-emp-tive approach, making it muchmore difficult for big tech corpora-tions to buy other companies —and perhaps forcing spinoffs if apast acquisition took out a nascentcompetitor or became a short cutto greater market power. In otherwords, changing the law so thatGoogle would not have been ableto buy DoubleClick.

The Federal Trade Commission,which reviews many mergers, ap-proved the DoubleClick deal in a4-to-1 vote. William Kovacic cast

one of the four assenting votes.“If I knew in 2007 what I know

now, I would have voted to chal-lenge the DoubleClick acquisi-tion,” said Mr. Kovacic, now a lawprofessor at George WashingtonUniversity who is among the ex-perts pushing for stronger mergeroversight.

In Senate testimony last week,Donald Harrison, Google’s presi-dent of global partnerships andcorporate development, de-scribed the DoubleClick deal andsmaller ones in digital advertisingas “finding a piece of technology”that the company then invested inand strengthened to accelerate in-novation.

Online ad prices, Mr. Harrisonsaid, have fallen over the past dec-ade, and it is a highly competitivemarketplace.

The PrizeDoubleClick had a valuable asset:its business relationships and ad-serving technology used by thou-sands of publishers online.

In 2007, Google was a tenth ofthe size it is today. Still, it was asurging company and a heavy-weight in search and in search ad-vertising, with $16.6 billion in rev-enue. And it was headed for thebusiness where DoubleClick

made its living — larger displayads on websites and video ads.Google, for example, was givingaway software tools that Double-Click had charged for. To diversify,DoubleClick created an ad ex-change, or marketplace, as a newbusiness and a buffering source ofrevenue.

“But we were terrified,” re-called Michael Rubenstein, a for-mer DoubleClick executive. TheDoubleClick managers and in-vestors decided it was a good timeto sell.

The auction for the companycame down to three finalists, Ya-hoo, Microsoft and Google, saidDavid Rosenblatt, a former chiefexecutive of DoubleClick. Thethree bids were similar in value,he said, but Google, given itsthriving search business, had ac-cess to the largest pool of advertis-ers, complementing Double-Click’s strength with publishers.

“The combination with Googlemade the most sense,” Mr. Rosen-blatt said.

The ReviewThe Federal Trade Commissiongave Google the go-ahead to buyDoubleClick by December 2007,as did the European Commissiona few months later. Looking back,

Mr. Kovacic said a legal challengeto the deal would have been “diffi-cult but not impossible.”

Another former commissionersaid a merger review was a pre-diction of whether competitionmay or may not result. But he add-ed that it was an educated guess,made by regulators grounded inthe present. No one foresaw thepower that tech platforms likeGoogle, Facebook and Amazonwould amass, said the formercommissioner, who asked not tobe identified because of potentialconflicts with clients of his firm.

In its 2007 statement allowingthe DoubleClick deal, the commis-sion described broad swaths ofthe digital ad market as “rela-tively nascent, dynamic andhighly fragmented,” adding thatother big companies “appear to bewell positioned to compete vig-orously against Google.”

Microsoft, it seemed, could be aformidable rival. Just a month af-ter Google announced the Double-Click deal, Microsoft agreed topay about twice as much — morethan $6 billion — to acquireaQuantive, another digital adcompany.

At the time, aQuantive mainlyappealed to Microsoft as a com-petitor to Google that could slow

its expansion plans in advertising.Microsoft saw Google as its mostdangerous rival because it posed athreat to Microsoft’s lifebloodproducts, Windows and Office,former executives say. Googlewas offering free versions ofemail, document and spreadsheetprograms over the internet, subsi-dized by advertising.

“With DoubleClick, Google wasplaying offense, but aQuantivewas a defensive move for Micro-soft,” said Brian McAndrews, theformer chief executive of aQuan-tive. (Mr. McAndrews is a mem-ber of The New York Times’sboard of directors.)

For Microsoft, aQuantive wasnever really a priority, former ex-ecutives say, and its leaders de-parted and it withered. In 2012,Microsoft publicly conceded thatthe deal had failed, taking a $6 bil-lion write-off.

While DoubleClick was its larg-est deal by far, Google built up itsad technology business with astring of acquisitions. It boughtstart-ups that made software forpublishers, advertisers and mo-bile ads, including AdMob in 2009,Invite Media in 2010 and AdMeldin 2011.

Those building blocks and its in-house innovations have givenGoogle a strong presence in everystep of buying and selling onlineadvertising.

“Google has put it all together,”said Jeffrey Rayport, an onlinemarketing expert at the HarvardBusiness School. “Google is themarket under one roof.”

The CompetitionGoogle’s one-stop shop is a hugeconvenience for the smaller busi-nesses that generate much of thetech giant’s revenue and do nothave online advertising expertise.But the Google machine can seemlike a fortress to ad tech compa-nies seeking a slice of the market.

In 2007, with big companiesscooping up digital ad properties,Brian O’Kelley saw opportunity.He left Right Media, which Yahoohad just bought and where he hadbeen chief technology officer, andfounded AppNexus.

His ad tech start-up was meantto be an independent middlemanfor advertisers and publishers, analternative to the rising powers ofdigital advertising, Google andlater Facebook.

By 2010, the start-up was gain-

ing momentum and attracting at-tention. That October, Microsoftled a $50 million round of venturefunding in AppNexus. A monthlater, Mr. O’Kelley said, AppNexuswas cut off from DoubleClick, justas the peak holiday marketingseason was getting underway.

“They almost killed us,” Mr.O’Kelley recalled.

Google said it could not com-ment on dealings with specificcustomers, like AppNexus. ButGoogle said that it had policies on“ad quality, ad content and mal-ware” and that violations some-times led to suspending access tothe DoubleClick ad exchange.

The issue, Mr. O’Kelley said,was a technical one: Google’s soft-ware attributed ads it said vio-lated its rules to AppNexus ratherthan to the advertiser.

When the AppNexus cutoffraised alarm in the ad industry,Google issued a statement callingAppNexus “a great partner” andsaying the two companies wereworking to resolve the matter. Theproblem lasted a few weeks, atemporary blow to the start-up.The message Mr. O’Kelley and histeam took from the episode wasthat operating a business in theGoogle ad ecosystem could beprecarious and unpredictable.

Over the next several years,AppNexus struggled at times, butit persevered and emerged as analternative to the Google market-place.

In 2018, AT&T bought App-Nexus for $1.6 billion. AT&T exec-utives spoke of the company as alinchpin in AT&T’s vision of creat-ing a television and digital videoadvertising exchange that wouldbe a counterweight to Google andFacebook.

But those ambitions werescaled back, and the focus becameusing AppNexus to provide thebest ad tech for AT&T’s TimeWarner television and video units,including CNN, TBS and TNT.This month, The Wall Street Jour-nal reported that AT&T was look-ing to sell its digital ad unit.

Things might look different to-day if the Federal Trade Commis-sion had made a different decisionin 2007, said Mr. O’Kelley, who leftAT&T in early 2019.

“Had DoubleClick not gone toGoogle,” he said, “it’s not clearthat Google would have been thepower it became — certainly notas easily.”

’07 Google Deal ‘Total Game Changer’ in Digital Ad IndustryBy STEVE LOHR

A billboard promoting a part of Manhattan, and the ad technology company DoubleClick, during the dot-com boom.CHESTER HIGGINS JR./THE NEW YORK TIMES

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION

In re: SAEXPLORATIONHOLDINGS, INC., et al.,

Debtors.1

§§§

Chapter 11Case No. 20-34306 (MI)(Jointly Administered)

NOTICE OF DEADLINES FOR THE FILING OF PROOFS OFCLAIM, INCLUDING REQUESTS FOR PAYMENTS UNDER

SECTION 503(b)(9) OF THE BANKRUPTCY CODE

THE CLAIMS BAR DATE IS OCTOBER 14,2020THE GOVERNMENTAL CLAIMS BAR DATE IS FEBRUARY 23,2021

PLEASE TAKE NOTICE OF THE FOLLOWING:Deadlines for Filing Proofs of Claim. On September 18, 2020, the

United States Bankruptcy Court for the Southern District of Texas (the“Court”) entered an order (the “Order”) establishing certain deadlinesfor the filing of proofs of claim, including requests for payment undersection 503(b)(9) of the Bankruptcy Code, in the chapter 11 cases of thefollowing debtors and debtors in possession (together, the “Debtors”):Debtor, Case No.: SAExploration Holdings, Inc., Case No.20-34306 (MI);SAExploration Sub, Inc., Case No.20-34307 (MI); SAExploration, Inc., CaseNo. 20-34308 (MI); SAExploration Seismic Services (US), LLC, Case No.20-34309 (MI);NES,LLC,Case No.20-34310 (MI).

The Bar Dates. Pursuant to the Order, all entities (exceptgovernmental units and other entities exempt from filing Proof(s) ofClaim under the Order), including individuals, partnerships, estates, andtrusts who have a claim or potential claim against the Debtors that aroseprior to August 27, 2020, no matter how remote or contingent such rightto payment or equitable remedy may be,including requests for paymentunder section 503(b)(9) of the Bankruptcy Code, MUST FILE A PROOF OFCLAIM on or before October 14, 2020, at 11:59 p.m., prevailingCentral Time (the “Claims Bar Date”). Governmental entities who havea claim or potential claim against the Debtors that arose prior to August27, 2020, no matter how remote or contingent such right to paymentor equitable remedy may be, MUST FILE A PROOF OF CLAIM on or beforeFebruary 23, 2021, at 11:59 p.m., prevailing Central Time (the“Governmental Bar Date”).

EXCEPT FOR A PERSON OR ENTITY THAT IS EXEMPT FROM FILINGA PROOF OF CLAIM UNDER THE ORDER, ANY PERSON OR ENTITYWHO FAILS TO FILE A PROOF OF CLAIM, INCLUDING ANY REQUESTFOR PAYMENT UNDER SECTION 503(b)(9) OF THE BANKRUPTCYCODE ON OR BEFORE THE CLAIMS BAR DATE OR GOVERNMENTALBAR DATE, AS APPLICABLE, SHALL NOT BE TREATED AS A CREDITORWITH RESPECT TO SUCH CLAIM FOR THE PURPOSES OF VOTING ANDDISTRIBUTION ON ANY CHAPTER 11 PLAN.

Filing a Proof of Claim. Each Proof of Claim must be filed, includingsupporting documentation so as to be actually received by theDebtors’ claims agent, Epiq Corporate Restructuring, LLC (“Epiq”) asfollows: (a) by electronic submission through the interface availableat https://dm.epiq11.com/SAExploration, or (b) if submitted throughnon-electronic means, by U.S. Mail or other hand delivery system at the

following address: If by First-Class Mail: SAExploration Holdings, Inc.,Claims Processing Center, c/o Epiq Corporate Restructuring, LLC, P.O. Box4419, Beaverton, OR 97076-4419; If by Hand Delivery or Overnight Mail:SAExploration Holdings,Inc.,Claims Processing Center,c/o Epiq CorporateRestructuring,LLC,10300 SW Allen Blvd.,Beaverton,OR 97005.PROOFS OF CLAIM SUBMITTED BY FACSIMILE OR ELECTRONIC MAIL

WILL NOT BE ACCEPTED.Contents of Proofs of Claim.Each Proof of Claim must:(i) be legible;

(ii) include a claim amount denominated in United States dollars using,if applicable, the exchange rate as of 5:00 p.m., prevailing Central Time,on the Petition Date (and to the extent such claim is converted to UnitedStates dollars, state the rate used in such conversion); (iii) conformsubstantially with the Proof of Claim Form provided by the Debtors orOfficial Form 410; and (iv) be signed by the claimant or by an authorizedagent or legal representative of the claimant on behalf of the claimant,whether such signature is an electronic signature or is ink. Please notethat each proof of claim must state a claim against only one Debtor,clearly indicate the specific Debtor against which the claim is asserted,and be filed on the claims register of such Debtor. To the extent morethan one Debtor is listed on the proof of claim, a proof of claim is treatedas if filed only against SAExploration Holdings, Inc., or if a proof of claimis otherwise filed without identifying a specific Debtor,the proof of claimmay be deemed as filed only against SAExploration Holdings,Inc.

Electronic Signatures Permitted. Proofs of claim signedelectronically by the claimant or an authorized agent or legalrepresentative of the claimant may be deemed acceptable for purposes ofclaims administration.Copies of proofs of claim or proofs of claim sent byfacsimile or electronic mail will not be accepted.

Section 503(b)(9) Requests for Payment. Any proof of claimand/or priority asserting a claim arising under section 503(b)(9) of theBankruptcy Code must also (i) include the value of the goods delivered toand received by the Debtors in the 20 days prior to the Petition Date; (ii)attach any documentation identifying the particular invoices for whichsuch 503(b)(9) claim is being asserted; and (iii) attach documentation ofany reclamation demand made to the Debtors under section 546(c) of theBankruptcy Code (if applicable).

Additional Information. If you have any questions regarding theclaims process and/or you wish to obtain a copy of the Bar Date Notice,a proof of claim form, the Order, or certain other pleadings, orders, andnotices,or related documents you may do so by: (a) calling the Debtors’restructuring hotline at (855) 917-3588 (Toll Free U.S.) or (503)520-4451 (International); and/or (b) visiting the Debtors’restructuring website at: https://dm.epiq11.com/SAExploration.

1 The Debtors in these chapter 11 cases, along with the last four digitsof each Debtor’s federal tax identification number, as applicable, areas follows: SAExploration Holdings, Inc. (7100), SAExploration Sub, Inc.(8859), SAExploration, Inc. (9022), SAExploration Seismic Services (US),LLC (5057),and NES,LLC.The address of the Debtors’headquarters is:1160Dairy Ashford Road,Suite 160,Houston,TX 77079.

IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION

In re:BJ SERVICES, LLC, et al.,1

Debtors.

)))

Chapter 11Case No. 20-33627 (MI)(Jointly Administered)

NOTICE OF HEARING TO CONSIDER (I) THE ADEQUACYOF THE DEBTORS’ DISCLOSURE STATEMENT,(II) CONFIRMATION OF THE PLAN, AND (III)

RELATED VOTING AND OBJECTION PROCEDURES

PLEASE TAKE NOTICE THAT on September 11, 2020, the UnitedStates Bankruptcy Court for the Southern District of Texas (the “Court”)entered an order [Docket No. 641] (the “Disclosure Statement Order”):(a) authorizing the above-captioned debtors and debtors in possession(collectively, the “Debtors”), to solicit votes on the Plan included in theDebtors’ Combined Disclosure Statement and Joint Chapter 11 Plan (as maybe amended,supplemented,or modified from time to time,the“CombinedPlan and Disclosure Statement,” and the “Disclosure Statement” or “Plan,”as applicable);2 (b) conditionally approving the Disclosure Statementas containing “adequate information” pursuant to section 1125 of theBankruptcy Code; (c) approving the solicitation materials and documentsto be included in the solicitation packages (the “Solicitation Packages”);and (d) approving procedures for soliciting, receiving, and tabulating voteson the Plan and for filing objections to confirmation of the Plan and finalapproval of the Disclosure Statement.

PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Courtwill consider Confirmation of the Plan and final approval of the DisclosureStatement (the“Combined Hearing”) will commence on October 9, 2020,at 10:30 a.m. prevailing Central Time, before the Honorable Marvin Isgurin the United States Bankruptcy Court for the Southern District of Texas,located at Courtroom 404,515 Rusk,Houston,TX 77002.

Please be advised: the Combined Hearing may be continuedfrom time to time by the Court or the Debtors without furthernotice other than by such adjournment being announced in opencourt or by a Notice of Adjournment filed with the Court and servedon all parties entitled to notice.IMPORTANT INFORMATION REGARDING VOTING ON THE PLAN

Voting Record Date. The voting record date is September 10, 2020(the“Voting Record Date”),which is the date for determining which Holdersof Claims in Classes 3,4,5,and 6 are entitled to vote on the Plan.

Voting Deadline. The deadline for voting on the Plan is October6, 2020, at 4:00 p.m. prevailing Central Time (the “Voting Deadline”). Ifyou received a Solicitation Package including a Ballot and intend to voteon the Plan, you must: (a) follow the instructions carefully; (b) completeall of the required information on the Ballot; and (c) execute and returnyour completed Ballot according to and as set forth in detail in the votinginstructions so that it is actually received by the Debtors’ claims, notice,and solicitation agent, Donlin, Recano & Company, Inc. (the“Claims, Notice,and Solicitation Agent”) on or before the Voting Deadline. A failure tofollow such instructions may disqualify your vote.

CRITICAL INFORMATION REGARDING OBJECTING TO THE PLANArticle XII of the Combined Plan and Disclosure Statement

contains Release, Exculpation, and Injunction provisions, andArticle XII.E contains a Third-Party Release. Thus, you are advisedto review and consider the Plan carefully because your rightsmight be affected thereunder.

Binding nature of the Plan: If confirmed, the Plan will bind allHolders of Claims or Interests to the maximum extent permittedby applicable law,whether or not such Holder will receive or retainany property or interest in property under the Plan, has filed aProof of Claim in these Chapter 11 Cases, or failed to vote to acceptor reject the Plan or voted to reject the Plan.

Plan and Disclosure Statement Objection Deadline. The deadlinefor filing objections to the Plan and final approval of the DisclosureStatement is October 6, 2020, at 4:00 p.m., prevailing Central Time(the “Plan and Disclosure Statement Objection Deadline”). All objectionsto the relief sought at the Combined Hearing must: (a) be in writing;(b) conform to the Bankruptcy Rules, the Bankruptcy Local Rules, and anyorders of the Court; (c) state, with particularity, the legal and factual basisfor the objection and,if practicable,a proposed modification to the Plan (orrelated materials) that would resolve such objection; and (d) be filed withthe Court so as to be actually received on or before the Plan and DisclosureStatement Objection Deadline.

ADDITIONAL INFORMATIONObtaining Solicitation Materials. The materials in the Solicitation

Package are intended to be self-explanatory. If you should have anyquestions or if you would like to obtain additional solicitation materials(or paper copies of solicitation materials), please feel free to contact theDebtors’ Claims, Notice, and Solicitation Agent, by: (a) calling the Debtors’restructuring hotline at 877-274-7653 (toll free) or 212-771-1128(international); (b) visiting the Debtors’ restructuring website at: https://www.donlinrecano.com/bjs; (c) writing to Donlin, Recano & Company, Inc.,Re: BJ Services, LLC, Attn:Voting Department, 6201 15th Avenue, Brooklyn,New York 11219; and/or (d) emailing bjsinfo@donlinrecano.com. You mayalso obtain copies of any pleadings filed in these chapter 11 cases for a feevia PACER at: http://www.txs.uscourts.gov. Please be advised that theClaims, Notice, and Solicitation Agent is authorized to answer questionsabout, and provide additional copies of, solicitation materials, but may notadvise you as to whether you should vote to accept or reject the Plan.

The Plan Supplement. The Debtors will file the Plan Supplementon or before seven (7) days prior to the Plan and Disclosure StatementObjection Deadline, and will serve notice on all Holders of Claims entitledto vote on the Plan, which will: (a) inform parties that the Debtors filedthe Plan Supplement; (b) list the information contained in the PlanSupplement; and (c) explain how parties may obtain copies of the PlanSupplement.

RELEASES AND EXCULPATIONReleases and Exculpation. Article XII of the Combined Plan and

Disclosure Statement contains release, exculpation, and injunctionprovisions, and Article XII.E contains a Third-Party Release. Thus, you areadvised to review and consider the Plan carefully because your rights mightbe affected thereunder.

Under the Plan, “Released Parties” means: (a) each Debtor; (b) theDebtors’ current and former officers, directors, and managers; (c) theAgents, (d) the Lenders (solely in their respective capacities as Lendersunder the Credit Documents); (e) the Committee; (f) all Holders of Claimsor Interests that vote to accept or are presumed to accept the Plan; (g) allHolders of Claims or Interests that abstain from voting on the Plan, who donot affirmatively opt out of the releases provided by the Plan by checkingthe box on the applicable form indicating that they opt not to grant thereleases provided in the Plan, and who do not object to the Plan; and (h)with respect to each of the Debtors, the Post-Effective Date Debtors, andeach of the foregoing Entities in clauses (a) through (g), such Entity andits current and former Affiliates, and such Entities’ and their current andformer Affiliates’ current and former directors, managers, officers, equityholders (regardless of whether such interests are held directly or indirectly),interest holders, predecessors, participants, successors, and assigns,subsidiaries, affiliates, managed accounts or funds, and each of theirrespective current and former equity holders, officers, directors, managers,principals,shareholders,members,management companies,fund advisors,employees, agents, advisory board members, financial advisors, partners,attorneys, accountants, investment bankers, consultants, representatives,and other professionals;provided that any Holder of a Claim or Interest thatopts out of the releases or objects to the Plan shall not be a“Released Party.”

Under the Plan,“Releasing Parties”means (a) the Released Parties;(b) all

Holders of Claims or Interests that vote to accept or are presumed to acceptthe Plan; (c) all Holders of Claims or Interests that abstain from voting onthe Plan and who do not affirmatively opt out of the releases provided bythe Plan by checking the box on the applicable form indicating that theyopt not to grant the releases provided in the Plan; (d) all Holders of Claimsor Interests that vote to reject the Plan or are deemed to reject the Plan andwho do not affirmatively opt out of the releases provided by the Plan bychecking the box on the applicable form indicating that they opt not to grantthe releases provided in the Plan;and (e) with respect to each of the Debtors,the Post-Effective Date Debtors,and each of the foregoing Entities in clauses(a) through (d), such Entity and its current and former Affiliates, and suchEntities’and their current and former Affiliates’current and former directors,managers, officers, equity holders (regardless of whether such interests areheld directly or indirectly), interest holders, predecessors, successors, andassigns,subsidiaries,affiliates,managed accounts or funds,and each of theirrespective current and former equity holders, officers, directors, managers,principals, shareholders, members, management companies, fund advisors,employees, agents, advisory board members, financial advisors, partners,attorneys, accountants, investment bankers, consultants, representatives,and other professionals,each in their capacity as such collectively.

Article XII.D. of the Combined Plan and Disclosure Statementprovides for a Debtor release (the “Debtor Release”): Pursuant tosection 1123(b) of the Bankruptcy Code, for good and valuable consider-ation,the adequacy of which is hereby confirmed,on and after the EffectiveDate, each Released Party is deemed to be hereby conclusively, absolutely,irrevocably, and forever released by each and all of the Debtors, the Post-Effective Date Debtors, and their Estates, in each case on behalf of them-selves and their respective successors,assigns,and representatives,and anyand all other Entities who may purport to assert any Cause of Action,directlyor derivatively,by,through,for,or because of the foregoing Entities,from anyand all Claims, obligations, rights, suits, damages, Causes of Action, rem-edies,and liabilities whatsoever,including any derivative claims,asserted orassertable on behalf of any of the Debtors, the Post-Effective Date Debtors,or their Estates, as applicable, whether known or unknown, foreseen orunforeseen, matured or unmatured, existing or hereinafter arising, in law,equity,contract, tort or otherwise, that the Debtors, the Post-Effective DateDebtors, or their Estates or Affiliates would have been legally entitled toassert in their own right (whether individually or collectively) or on behalfof the Holder of any Claim against, or Interest in, a Debtor or other Entity,based on or relating to, or in any manner arising from, in whole or in part,the Debtors, the purchase, sale, or rescission of the purchase or sale of anysecurity of the Debtors or the Post-Effective Date Debtors, the subject mat-ter of, or the transactions or events giving rise to, any Claim or Interest thatis treated in the Plan, the business or contractual arrangements betweenany Debtor and any Released Party,the Debtors’in- or out-of-court restruc-turing efforts, intercompany transactions, the Debtors’ capital structure,management,ownership,or operation thereof,the Credit Documents or anydraws thereunder, the restructuring transactions, the sale and marketingprocess in connection with any of the SaleTransactions,theWind-Down,theChapter 11 Cases,the formulation,preparation,dissemination,negotiation,filing, or consummation of the Disclosure Statement, the Sale Transactions,the Plan (including, for the avoidance of doubt, the Plan Supplement), orany restructuring transaction,contract, instrument,release,or other agree-ment or document created or entered into in connection with the DisclosureStatement, or the Plan, the filing of the Chapter 11 Cases, the pursuit ofConfirmation,the pursuit of Consummation,the administration and imple-mentation of the Plan, including the issuance or distribution of securitiespursuant to the Plan, or the distribution of property under the Plan or anyother related agreement, or upon any other related act or omission, trans-action,agreement,event,or other occurrence taking place on or before theEffective Date or relating to any of the forgoing.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’sapproval, pursuant to Bankruptcy Rule 9019, of the releases describedin this Article XII by the Debtors, which includes by reference each of therelated provisions and definitions contained in this Plan, and further, shallconstitute the Bankruptcy Court’s finding that each release described inthis Article XII is: (1) in exchange for the good and valuable considerationprovided by the Released Parties, (2) a good-faith settlement andcompromise of such Claims; (3) in the best interests of the Debtors and allHolders of Claims and Interests;(4) fair,equitable,and reasonable;(5) givenand made after due notice and opportunity for hearing;and (6) a bar to anyof the Debtors or Post-Effective Date Debtors or their respective Estatesasserting any claim, Cause of Action, or liability related thereto, of any kindwhatsoever,against any of the Released Parties or their property.

Notwithstanding anything contained herein to the contrary, theforegoing release does not release (i) any obligations of any party under thePlan or any document, instrument, or agreement executed to implementthe Plan, (ii) the rights of the Debtors with respect to any confidentialityprovisions or covenants restricting competition in favor of the Debtorsunder any employment agreement with a current or former employeeof the Debtors, (iii) the rights of Holders of Allowed Claims or Interests toreceive distributions under the Plan, (iv) the rights and potential causes ofaction timely asserted by the Committee pursuant to its Challenge Rightsunder the Cash Collateral Orders (including moving for standing to pursuesuch challenges); provided that any of the Debtors’Causes of Action settledpursuant to the Plan shall be released.

Article XII.E. of the Combined Plan and Disclosure Statementprovides for a Third Party Release (the “Third Party Release”):Except as otherwise expressly set forth in the Plan or the ConfirmationOrder, on and after the Effective Date, in exchange for good and valuableconsideration, the adequacy of which is hereby confirmed, includingthe obligations of the Debtors under the Plan and the contributions ofthe Released Parties to facilitate and implement the Plan, to the fullestextent permissible under applicable law, as such law may be extended orintegrated after the Effective Date, each of the Releasing Parties shall bedeemed to have conclusively, absolutely, unconditionally, irrevocably, andforever, released each Debtor, Post-Effective Date Debtor, and ReleasedParty from any and all any and all Claims,interests,obligations,rights,suits,damages, Causes of Action, remedies, and liabilities whatsoever, whetherknown or unknown, foreseen or unforeseen, matured or unmatured,existing or hereinafter arising, in law, equity, contract, tort or otherwise,including any derivative claims, asserted or assertable on behalf of anyof the Debtors, the Post-Effective Date Debtors, or their Estates, that suchEntity would have been legally entitled to assert (whether individually orcollectively),based on or relating to,or in any manner arising from,in wholeor in part,the Debtors,the purchase,sale,or rescission of the purchase or saleof any security of the Debtors or the Post-Effective Date Debtors,the subjectmatter of, or the transactions or events giving rise to, any Claim or Interestthat is treated in the Plan, the business or contractual arrangementsbetween any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Debtors’capital structure, management, ownership, or operation thereof, the CreditDocuments, the restructuring transactions, the sale and marketing processin connection with any of the Sale Transactions, the Wind-Down, theChapter 11 Cases,the formulation,preparation,dissemination,negotiation,filing, or consummation of the Disclosure Statement, the Sale Transactions,the Plan (including, for the avoidance of doubt, the Plan Supplement),or any restructuring transaction, contract, instrument, release, or otheragreement or document created or entered into in connection with theDisclosure Statement, or the Plan, the filing of the Chapter 11 Cases, thepursuit of Confirmation, the pursuit of Consummation, the administrationand implementation of the Plan, including the issuance or distributionof securities pursuant to the Plan, or the distribution of property underthe Plan or any other related agreement, or upon any other related act or

omission, transaction, agreement, event, or other occurrence taking placeon or before the Effective Date or relating to any of the forgoing.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’sapproval, pursuant to Bankruptcy Rule 9019, of the releases described inthis Article XII, which includes by reference each of the related provisionsand definitions contained in this Plan, and further, shall constitute theBankruptcy Court’s finding that each release described in this Article XIIis: (1) in exchange for the good and valuable consideration provided bythe Released Parties, (2) a good-faith settlement and compromise of suchClaims;(3) in the best interests of the Debtors and all Holders of Claims andInterests; (4) fair, equitable, and reasonable; (5) given and made after duenotice and opportunity for hearing;and (6) an absolute and complete bar toany of the Debtors or Post-Effective Date Debtors or their respective Estatesconveying direct or derivative standing to any person or entity to pursue anyclaim, Causes of Action or liability against any Released Party, or assertingany claim, Causes of Action, or liability related thereto, of any kind whatso-ever,against any of the Released Parties or their property.

Notwithstanding anything contained herein to the contrary, theforegoing release does not release (i) any obligations of any party under thePlan or any document, instrument, or agreement executed to implementthe Plan, (ii) any claims related to any act or omission that is determinedin a Final Order to have constituted willful misconduct,gross negligence,oractual fraud,(iii) the rights of the Debtors with respect to any confidentialityprovisions or covenants restricting competition in favor of the Debtorsunder any employment agreement with a current or former employeeof the Debtors, (iv) the rights of Holders of Allowed Claims or Interests toreceive distributions under the Plan, or (v) the rights and potential causesof action timely asserted by the Committee pursuant to its Challenge Rightsunder the Cash Collateral Orders (including moving for standing to pursuesuch challenges); provided that any of the Debtors’Causes of Action settledpursuant to the Plan shall be released.

Article XII.F. of the Combined Plan and Disclosure Statementprovides for an Exculpation (the “Exculpation”): Notwithstandinganything herein to the contrary, the Exculpated Parties shall neither havenor incur, and each Exculpated Party is released and exculpated from, anyliability to any Holder of a Cause of Action, Claim, or Interest for any post-petition act or omission in connection with, relating to, or arising out of,the Chapter 11 Cases, consummation of the Sale Transactions, the formu-lation, preparation, dissemination, negotiation, filing, or consummationof the Disclosure Statement, the Plan, or any restructuring transaction,contract, instrument, release or other agreement or document createdor entered into in connection with the Disclosure Statement or the Plan,the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuitof Consummation, the administration and implementation of the Plan,including the issuance of securities pursuant to the Plan or the distributionof property under the Plan or any other related agreement (whether or notsuch issuance or distribution occurs following the Effective Date), negotia-tions regarding or concerning any of the foregoing,or the administration ofthe Plan or property to be distributed hereunder, except for actions deter-mined by a Final Order to have constituted actual fraud or gross negligence,but in all respects such Entities shall be entitled to reasonably rely upon theadvice of counsel with respect to their duties and responsibilities pursuantto the Plan. The Exculpated Parties have, and upon completion of the Planshall be deemed to have,participated in good faith and in compliance withthe applicable laws with regard to the solicitation of votes and distributionof consideration pursuant to the Plan and,therefore,are not,and on accountof such distributions shall not be, liable at any time for the violation of anyapplicable law,rule,or regulation governing the solicitation of acceptancesor rejections of the Plan or such distributions made pursuant to the Plan.

Article XII.G. of the Combined Plan and Disclosure Statementprovides for an Injunction (the “Injunction”): Except as otherwiseprovided in the Plan or the Confirmation Order, all Entities who have held,hold,or may hold Claims,Interests,Causes of Action,or liabilities that:(a) aresubject to compromise and settlement pursuant to the terms of the Plan;(b) have been released by the Debtors pursuant to the Plan; (c) have beenreleased by third parties pursuant to the Plan, (d) are subject to exculpa-tion pursuant to the Plan; or (e) are otherwise discharged, satisfied, stayedor terminated pursuant to the terms of the Plan, are permanently enjoinedand precluded,from and after the Effective Date,from taking any of the fol-lowing actions against, as applicable, the Debtors, the Post-Effective DateDebtors, the Released Parties, or the Exculpated Parties: (1) commencingor continuing in any manner any action or other proceeding of any kindon account of or in connection with or with respect to any such Claims,Interests, Causes of Action or liabilities; (2) enforcing, attaching, collect-ing, or recovering by any manner or means any judgment, award, decree,or order against such Entities on account of or in connection with or withrespect to any such Claims, Interests, Causes of Action or liabilities; (3) cre-ating, perfecting, or enforcing any encumbrance of any kind against suchEntities or the property or Estates of such Entities on account of or in con-nection with or with respect to any such Claims, Interests, Causes of Actionor liabilities; (4) asserting any right of setoff, subrogation, or recoupmentof any kind against any obligation due from such Entities or against theproperty of such Entities on account of or in connection with or with respectto any such Claims, Interests, Causes of Action or liabilities unless suchEntity has timely asserted such setoff right in a document Filed with theBankruptcy Court explicitly preserving such setoff,and notwithstanding anindication of a Claim or Interest or otherwise that such Entity asserts,has,orintends to preserve any right of setoff pursuant to applicable law or other-wise; and (5) commencing or continuing in any manner any action or otherproceeding of any kind on account of or in connection with or with respect toany such Claims,Interests,Causes of Action or liabilities discharged,released,exculpated,or settled pursuant to the Plan. Upon entry of the ConfirmationOrder, all Holders of Claims and Interests and their respective current andformer employees,agents,officers,directors,principals,and direct and indi-rect affiliates shall be enjoined from taking any actions to interfere with theimplementation or Consummation of the Plan. Each Holder of an AllowedClaim or Allowed Interest, as applicable, by accepting, or being eligible toaccept, distributions under or reinstatement of such Claim or Interest, asapplicable, pursuant to the Plan, shall be deemed to have consented to theinjunction provisions set forth in this Article XII.G of the Plan.Houston,Texas, September 14, 2020/s/ Paul D. Moak , GRAY REED & McGRAW LLP, Jason S. Brookner (TXBar No. 24033684), Paul D. Moak (TX Bar No. 00794316), Amber M. Carson(TX Bar No. 24075610), 1300 Post Oak Boulevard, Suite 2000, Houston,Texas 77056,Telephone: (713) 986-7127, Facsimile: (713) 986-5966, Email:jbrookner@grayreed.com, pmoak@grayreed.com, acarson@grayreed.com,Co-Counsel to the Debtors and Debtors in Possession -and- KIRKLAND &ELLIS LLP, KIRKLAND & ELLIS INTERNATIONAL LLP, Joshua A.Sussberg,P.C.,Christopher T.Greco,P.C.(admitted pro hac vice),601 Lexington Avenue,New York, New York 10022, Telephone: (212) 446-4800, Facsimile: (212)446-4900, Email: joshua.sussberg@kirkland.com, cgreco@kirkland.com-and- Samantha G. Lawrence (admitted pro hac vice), Joshua M. Altman(admitted pro hac vice), 300 North LaSalle Street, Chicago, Illinois 60654,Telephone: (312) 862-2000, Facsimile: (312) 862-2200, Email: samantha.lawrence@kirkland.com, josh.altman@kirkland.com, Co-Counsel to theDebtors and Debtors in Possession1 The Debtors in these chapter 11 cases, along with the last four digitsof each Debtor’s federal tax identification number, are: BJ Services, LLC(3543); BJ Management Services, L.P. (8396); BJ Services Holdings Canada,ULC (6181);and BJ Services Management Holdings Corporation (0481).TheDebtors’service address is: 11211 Farm to Market 2920 Road,Tomball,Texas77375.2 Capitalized terms not otherwise defined herein shall have the samemeaning as set forth in the Combined Plan and Disclosure Statement.

Case 20-33627 Document 730 Filed in TXSB on 09/23/20 Page 2 of 2