Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. (a) Except as set forth on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents, there is no: (i) Company Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies of an amount or value in excess of $500,000; (ii) Company Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies of an amount or value in excess of $500,000; (iii) Company Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure or receipt by any of the Acquired Companies of an amount or value in excess of $500,000; (iv) Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract affecting the ownership of, leasing of, title to, use of, or any other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,000); (vi) material Company Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company Contract with any labor union or other employee representative of a group of employees; (viii) Company Contract other than Company Plans involving a sharing of profits, losses, costs or Liabilities by any of the Acquired Companies with any other Person; (ix) Company Contract containing covenants that in any way purport to restrict the business activity of Company or limit the freedom of any of the Acquired Companies to engage in any line of business or to compete with any Person; and (x) Company Contract for capital expenditures in excess of $2,500,000. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents. (c) Each Company Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit has made available to the Company SEC Documents, there is noBuyer: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies of an amount one or value in excess of $500,000more Company; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies one or more Company of an amount or value in excess of $500,0005,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount one or value more Company in excess of $500,0005,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,000)property; (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each joint venture, partnership, and other Applicable Contract with any labor union or other employee representative of a group of employees; (viiihowever named) Company Contract other than Company Plans involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $2,500,0005,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company has To the knowledge of the Company, each Contract identified or required to be made available to Parent a copy of each Company Contract listed on Section 2.12(aBuyer in Part 3.13(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents. (c) Each Company Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business above is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contractterms. (dc) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule material amounts paid or filed as an exhibit payable to the Company SEC Documents under current or completed Contracts with any Person and, to the Knowledge of Company and material to the Company's business, nor no such Person has any made written demand for renegotiation been madesuch renegotiation.

Contracts; No Defaults. (a) 5.15.1. Except as set forth on Section 2.12(ain SCHEDULE 5.15.1 or as disclosed in this Agreement, no Acquired Company is a party to or bound by: (a) any Contract for the purchase or sale of the Company Disclosure Schedule Real Property; (b) any Contract (or filed as an exhibit to the Company SEC Documents, there is no: (igroup of related or similar Contracts) Company Contract that involves the future performance of services or delivery of goods or materials by any of the one or more Acquired Companies of an amount or with a fair market value in excess of $500,000; (ii) Company Contract that involves performance of services or delivery of goods or materials 50,000 to any of the Acquired Companies of an amount or value in excess of $500,000; one Person (iiiexcept (i) Company any Contract that was not entered into in the Ordinary Course of Business and for the sale of goods or materials by the Acquired Company at market prices that involves is represented solely by a customer purchase order, an acknowledgment from the expenditure Acquired Company, or receipt such other form documents as are ordinarily used to memorialize such a transaction or (ii) those Contracts that may be cancelled by the relevant Acquired Company within 30 days without significant penalty, payment or other expense or other significant impact on such Acquired Company); (c) any Contract that is an output, requirements or exclusive dealings contract (as such terms are used in Article 2 of the Uniform Commercial Code); (d) any Contract that requires or commits any Acquired Companies of an amount Company to purchase services, goods, materials or inventory from any Person with a fair market value in excess of $500,000; 50,000 (iv) Company except any Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection entered into in the Ordinary Course of Business); (v) Business for the purchase of services, goods, materials or inventory by the Acquired Company Contract affecting at market prices that is represented solely by a purchase order, an acknowledgement from the ownership of, leasing of, title to, use ofAcquired Company, or such other form documents as are ordinarily used to memorialize such a transaction); (e) any other interest in any real Guaranty or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments similar undertaking of less than $500,000); (vi) material Company Contract with respect to Intellectual Property (including Contracts with current or former the obligations of customers, suppliers, officers, directors, employees, consultants Seller, Affiliates of Seller or contractors regarding the appropriation others; (f) any collective bargaining or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company Contract other agreement with any labor union union; (g) any joint venture, partnership or other employee representative of a group of employees; Contract (viiihowever named) Company Contract other than Company Plans involving a sharing of profits, losses, costs or Liabilities liabilities by any of the Acquired Companies Company with any other Person; ; (ixh) Company any Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or limit the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; and (i) any Contract providing for payments to or by any Person based on sales, purchases or profits, other than (x) direct payments for goods and (y) Contracts entered into in the Ordinary Course of Business with employees and other sales personnel paying commissions or bonuses; (j) any Contract which provides for, or relates to, the incurrence by an Acquired Company of Indebtedness; (k) any Contract that was not entered into in the Ordinary Course of Business or that was entered into at a price or prices materially in excess of, or materially lower than, those currently available; (l) any employment Contract regarding employees performing services for the Business which is not terminable without significant penalty, payment or other expense or other significant impact on the relevant Acquired Company, at any time after the Closing (except for amounts earned or accrued prior to termination); (m) any Contract that involves any agreement or commitment for capital expenditures in excess of $2,500,000250,000 for a single project (it being warranted that the commitments for all undisclosed Contracts for such projects do not exceed $500,000 in the aggregate); (n) any sale and leaseback arrangements and installment purchase arrangements; (o) any management or operating agreements; (p) any Contracts containing in any case a specific clause or affected by a Legal Requirement giving any Person a party to such Contract the right to renegotiate or require a reduction or increase in prices or the repayment of any amount previously paid; (q) any agreement that restricts the maintenance or incurrence of Indebtedness, the sale or lease of property or distributions or transfers to shareholders (by dividend or otherwise); (r) any other Contract that materially and adversely affects the ownership or leasing of any of the Assets or any maintenance or service agreements relating to any of the Assets; (s) any Contract that involves an account receivable or note receivable of more than $100,000; and (t) any other Contract which is material to the Acquired Companies, as a whole. (b) Company 5.15.2. Seller has furnished or made available to Parent a copy of each Company Contract listed on Section 2.12(a) Buyer complete and correct copies of the Company Disclosure Schedule or filed Contracts listed in SCHEDULES 5.11.2, 5.12, 5.13.2 AND 5.15.1, as an exhibit to in effect on the Company SEC Documents. (c) Each Company Contract set forth in Section 2.12(a) date of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effectthis Agreement. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of Neither the Acquired Companies nor, to Company's the Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company ContractSeller, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, is in default under any Contract. Each Contract (i) constitutes a valid and (iii) to Company's Knowledge, none binding obligation of the Acquired Companies has given or received any written notice or Company party thereto and, to the Knowledge of Seller, of each other communication alleging Contravention of any Company Contract. party thereto; and (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract"ii) is in full force and effect as to the Acquired Company party thereto, and, to the Knowledge of Seller, as to each other party thereto. Except as separately identified on SCHEDULE 5.15.2, no notice to, filing or registration with, or Consent of, any Person is needed in order that the Contracts set forth on SCHEDULES 5.11.2, 5.12, 5.13.2 AND 5.15.1 continue in full force and is valid and enforceable in accordance with its terms and effect (i) none of without breach by the Acquired Companies norof, or giving any contractual party a right to Company's Knowledge, any other party to a Drilling terminate or modify such Contract or Rig require the payment of any penalty or other amount in respect of such Contract has Contravened any as a result of the applicable terms consummation of a Drilling Contract or Rig Contract, (iithe Contemplated Transactions) to Company's Knowledge, no following the consummation of the Contemplated Transactions. No event has occurred or, to the Knowledge of Seller, fact or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly breach of or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract. 5.15.3. Except as set forth in Contravention SCHEDULE 5.15.3: (a) neither Seller nor any Related Person of Seller (excluding any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies Companies) has given any rights or received written notice obligations under any Contract with an Acquired Company or other communication regarding that relates to the Business of, or any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date Assets owned or used by, an Acquired Company; and (b) to the Knowledge of this AgreementSeller, no party officer, director, agent, or employee of an Acquired Company is bound by any Contract that purports to a Company Contract listed on Section 2.12(alimit the ability of such officer, director, agent or employee, to (i) engage in or continue any conduct, activity, or practice relating to the Business of the Acquired Company, or (ii) assign to an Acquired Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material any other Person any rights to renegotiate any Company Contracts listed on Section 2.12(a) of invention, improvement, or discovery in connection with the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been madeBusiness.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 3.21(a) of the Company Disclosure Schedule or filed as an exhibit Letter contains a complete and accurate list, and Seller has delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof each written: (i) Company Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies of an amount or value in excess of $500,000; (ii) Company Applicable Contract that involves performance of services or delivery of goods or materials to any the Company other than sales of Products in the Acquired Companies Ordinary Course of Business of an amount or value in excess of $500,000100,000 annually; (iiiii) Company Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of $500,000100,000 annually and which cannot be terminated on 30 days notice without penalty; (iii) Applicable Contract with a wholesale distributor of magazines in the United States who entered into such Applicable Contract with the Company in such wholesaler's capacity as a wholesale distributor of magazines; (iv) Company Contract that is a (A) mortgagelease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company written Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,000100,000 annually); (viv) material Company collective bargaining agreement and other written Applicable Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company Contract with any labor union or other employee representative of a group of employees; (viiivi) Company joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (viii) Applicable Contract providing for payments in excess of $100,000 annually to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) power of attorney that is currently effective and outstanding; (x) Company Applicable Contract for capital expenditures in excess of $2,500,000100,000 annually, other than any Applicable Contracts with customers providing for the installation of display fixtures; (xi) warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xii) amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing; in each case other than those Applicable Contracts listed on another Schedule of the Disclosure Letter. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Schedule 3.21(b) of the Disclosure Letter or as contemplated by the Transaction Documents: (i) No Applicable Contract that relates to the business of, or any of the assets owned or used by, the Company Disclosure Schedule (A) provides Seller (or filed as an exhibit any Related Person of Seller) with any rights, or the ability to acquire any rights, thereunder under, or (B) subjects Seller (or any Related Person of Seller) to any obligation or liability thereunder; and (ii) No officer or director of the Company, and to Seller's Knowledge, no agent, employee, consultant, or contractor of the Company, is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company SEC Documentsor to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aSchedule 3.21(c) of the Company Disclosure Schedule or filed as an exhibit to Letter, since January 27, 2006, the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcyhas not received from any Person, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other written communication alleging Contravention or, to the Knowledge of Seller, any oral notice or communication that any Current Customer of the Company Contractas of January 27, 2006 has determined to cease doing business with the Company or materially reduce the volume of Products purchased from the Company. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract"Except as set forth in Schedule 3.21(d) is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies norDisclosure Letter, there are no renegotiations of, attempts to Company's Knowledgerenegotiate, or outstanding rights to renegotiate, any material amounts paid or payable to the Company under any Material Applicable Contracts and no such Person has made written demand for such renegotiation, other party to than in connection with a Drilling Contract dispute or Rig Contract has Contravened any the expiration or renewal of the applicable terms of such a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's KnowledgeThe Material Applicable Contracts relating to the sale, as provision of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of products or services by the Company Disclosure Schedule or filed as an exhibit to have been entered into in the Company SEC Documents and material to Company's business has repudiated it. As Ordinary Course of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been madeBusiness.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule Letter contains a complete and accurate list, and NorthStar and NorthStar Bank have delivered or filed as an exhibit made available to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by any of the one or more Acquired Companies of an amount or value in excess of $500,00050,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the one or more Acquired Companies of an amount or value in excess of $500,00050,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the one or more Acquired Companies of an amount or value in excess of $500,00010,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00025,000 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each joint venture, partnership, and other Applicable Contract with any labor union or other employee representative of a group of employees; (viiihowever named) Company Contract other than Company Plans involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of the an Acquired Companies Company to engage in any line of business or to compete with any Person; and; (viii) each Applicable Contract providing for payments to or by any Person based on profits; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $2,500,00050,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company Disclosure Schedule has or filed as an exhibit may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company SEC Documentsis bound by any contract or other arrangement that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.17(c) of the Company Disclosure Schedule Letter, each Applicable Contract identified or filed as an exhibit required to be identified in Part 3.17(a) of the Company SEC Documents and material to Company's business Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms terms. (except d) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws set forth in Part 3.17(d) of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: the Disclosure Letter: (i) none each Acquired Company is, and at all times has been, in full compliance with all applicable terms and requirements of the each Applicable Contract under which such Acquired Companies nor, to Company's Knowledge Company has or had any other party to a obligation or liability or by which such Acquired Company Contract has Contravened or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of a Company such Applicable Contract, ; (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company or, has given to Company's Knowledge or received from any other party theretoPerson, and (iii) to Company's Knowledgeat any time, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (dwhether oral or written) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Applicable Contract (other than loans made by NorthStar Bank or Rig Contractdeposits accepted by NorthStar Bank). (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts listed on Section 2.12(a(other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's businesswith any Person and, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 3.21(a) of the Company Disclosure Schedule or filed as an exhibit Letter contains a complete and accurate list, and Seller has delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof each written: (i) Company Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies of an amount or value in excess of $500,000with each Material Customer; (ii) Company Applicable Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Company of an amount or value in excess of $500,000500,000 annually; (iii) Company Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of $500,000250,000 annually and which cannot be terminated on 60 days notice without penalty; (iv) Company Applicable Contract that is with a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing wholesale distributor of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection magazines in the Ordinary Course United States who entered into such Applicable Contract with the Company in such wholesaler's capacity as a wholesale distributor of Business)magazines; (v) Company lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other written Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,000100,000 annually); (vi) material Company collective bargaining agreement and other written Applicable Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company Contract with any labor union or other employee representative of a group of employees; (viiivii) Company joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (ix) Applicable Contract providing for payments in excess of $100,000 annually to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) Company power of attorney that is currently effective and outstanding; (xi) Applicable Contract for capital expenditures in excess of $2,500,000100,000 annually, other than any Applicable Contracts with customers providing for the installation of display fixtures; (xii) warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by the Company other than in the ordinary course of business; and (xiii) amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing; in each case other than those Applicable Contracts listed on another Schedule of the Disclosure Letter. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Schedule 3.21(b) of the Disclosure Letter or as contemplated by the Transaction Documents: (i) No Applicable Contract that relates to the business of, or any of the assets owned or used by, the Company Disclosure Schedule (A) provides Seller (or filed as an exhibit any Related Person of Seller) with any rights, or the ability to acquire any rights, thereunder under, or (B) subjects Seller (or any Related Person of Seller) to any obligation or liability thereunder; and (ii) No officer or director of the Company, and to Seller's Knowledge, no agent, employee, consultant, or contractor of the Company, is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company SEC Documentsor to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aSchedule 3.21(c) of the Company Disclosure Schedule or filed as an exhibit to Letter, since October 31, 2004, the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcyhas not received from any Person, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other written communication alleging Contravention or, to the Knowledge of Seller, any oral notice or communication that any Material Customer has determined to cease doing business with the Company Contractor materially reduce the volume of Products purchased from the Company. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract"Except as set forth in Schedule 3.21(d) is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies norDisclosure Letter, there are no renegotiations of, attempts to Company's Knowledgerenegotiate, or outstanding rights to renegotiate, any material amounts paid or payable to the Company under any Material Applicable Contracts and no such Person has made written demand for such renegotiation, other party to than in connection with a Drilling Contract dispute or Rig Contract has Contravened any the expiration or renewal of the applicable terms of such a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To The Material Applicable Contracts relating to the sale, provision of products or services by the Company have been entered into in the ordinary course of business. (f) The Material Customers in the aggregate accounted for not less than 80% of the Company's Knowledge, as of net revenues in the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been madelast fiscal year.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents, there is noLetter contains a complete and accurate list of: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value in excess of $500,0005,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Company of an amount or value in excess of $500,0005,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure or receipt by any of the Acquired Companies of an amount or value in excess of $500,000Business; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property of the Company (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,0002,500); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property of the Company, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any Property of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyCompany; (viivi) material Company each joint venture, partnership, and other Applicable Contract with any labor union or other employee representative of a group of employees; (viiihowever named) Company Contract other than Company Plans involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney relating to the Company that is currently effective and outstanding; (x) Company each Applicable Contract for capital expenditures in excess of $2,500,00015,000; (xi) each written warranty, guaranty and other similar undertaking with respect to performance by the Company under any Applicable Contract not otherwise disclosed on Part 3.17(a) of the Disclosure Letter made or provided by the Company other than in the Ordinary Course of Business; (xii) each Designated Provider Agreement (and Seller has delivered to Buyer copies of the ten (10) Designated Provider Agreements pursuant to which the Company has generated the greatest amount of premium revenue during the twelve (12) month period ended August 31, 2005 (the “Top Ten Designated Provider Agreements”) that are correct and complete in all material respects); and (xiii) each material amendment, supplement, and modification in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.17(b) of the Disclosure Letter: (i) Seller (and no Related Person of Seller) does not have and may not acquire any rights under, nor does Seller have or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of the Company Disclosure Schedule is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or filed as an exhibit contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company SEC Documentsor to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.17(c) of the Company Disclosure Schedule Letter, each Contract identified or filed as an exhibit required to be identified in Part 3.17(a) of the Company SEC Documents and material to Company's business Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms (with respect to Seller and the Company, except as enforceability such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganizationmoratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally, moratoriumand, fraudulent transfer and similar Laws to the Knowledge of general applicability relating to or affecting creditors' rights or by general equity principles)Seller, except where failure to be in full force and effect or failure to be all such Contracts are valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. in accordance with their terms against all other parties thereto. (d) Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: as set forth in Part 3.17(d) of the Disclosure Letter: (i) none the Company is, in material compliance with the terms and requirements of each Applicable Contract under which the Acquired Companies nor, to Company's Knowledge Company has any other party to a obligation or liability or by which the Company Contract has Contravened or any of the assets owned or used by the Company is bound; (ii) to the Knowledge of Seller, each other Person that has any obligation or liability under any Applicable Contract under which the Company has any rights is in material compliance with the applicable terms and requirements of a Company such Contract, ; and (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute contravenes, conflicts with, or result directly violates or indirectly in Contravention of any breaches, or gives the Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of Person the right to declare a default or exercise any Company remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 3.17(a) of the Company Disclosure Schedule or filed as an exhibit contains a complete and accurate list, and Sellers have delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company taken together or to the Acquired Company taken together of an amount or value in excess of $500,0005,000; (ii) Company Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies of an amount or value in excess of $500,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company taken together in excess of $500,0005,000; (iviii) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,0005,000 and with terms of less than one year); (viiv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viiv) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employeesemployees relating to wages, hours, and other conditions of employment; (viiivi) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the Acquired Company's business activity of Company or limit the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $2,500,0005,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Acquired Company other than in the Ordinary Course of Business; and (xiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Company under the Contracts, and the Acquired Company's offices where details relating to the Contracts are located. (b) Company Except as set forth in Schedule 3.17(b) or as is set forth in the Contemplated Transactions: (i) no Seller nor any Related Person of Seller has made available or may acquire any rights under, and no Seller has or may become subject to Parent a copy of each Company any obligation or liability under, any Contract listed on Section 2.12(a) that relates to the business of, or any of the Company Disclosure Schedule assets owned or filed as an exhibit used by, the Acquired Company; (ii) to the Knowledge of Sellers and the Acquired Company, no officer, director, agent, employee, consultant, or contractor of the Acquired Company SEC Documentsis bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Acquired Company, or (B) assign to the Acquired Company or to any other Person any rights to any invention, improvement, or discovery; (iii) no Contract identified or required to be identified in Schedule 3.17(a) contains any term or requirement that is extraordinary, or not customary in the industries in which the Acquired Companies operate. (c) Each Company Contract Except as set forth in Section 2.12(aSchedule 3.17(c): (i) of the Company Disclosure each Contract identified or required to be identified in Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business 3.17(a) is in full force and effect and is valid and enforceable in accordance with its terms and that no arrangements exist which are not reflected on the Financial Statements and the Interim Financial Statements, and that no default known to Sellers exists under any such agreements. (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to ii) no Contract identified or affecting creditors' rights or by general equity principles), except where failure required to be identified in full force and effect Schedule 3.17(a) contains any term or failure to be valid and enforceable does requirement that is extraordinary, or not have, and is not reasonably likely to have, a Company Material Adverse Effect. customary in the industries in which the Acquired Companies operate. (d) Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: as set forth in Schedule 3.17(d): (i) none Acquired Company is, and at all times since January 1, 1995 has been, in full compliance with all applicable terms and requirements of the each Contract under which such Acquired Companies nor, to Company's Knowledge Company has or had any other party to a obligation or liability in excess of $5,000 or by which such Acquired Company Contract has Contravened or any of the assets owned or used by such Acquired Company with a value in excess of $5,000 is or was bound; (ii) each other Person (other than a Seller) that has or had any obligation or liability under any Contract under which the Acquired Company has or had any rights and involving any obligation or liability in excess of $5,000 is, and at all times since January 1, 1995 has been, in full compliance with all applicable terms and requirements of a Company such Contract, ; (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give the Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) the Acquired Company Contract by Company or, has not given to Company's Knowledge or received from any other party theretoPerson, and (iii) to Company's Knowledgeat any time since January 1, none of the Acquired Companies has given or received 1995, any written notice or other communication alleging Contravention of any Company Contract. (dwhether oral or written) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged alleged, possible, or potential Contravention violation or breach of, or default under, any Contract involving any obligation or liability in excess of any Drilling Contract or Rig Contract.$5,000; (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule material amounts paid or filed as an exhibit payable to the Acquired Company SEC Documents under current or completed Contracts with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Company have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(ass.3.18(a) of the Company Sellers' Disclosure Schedule or filed as an exhibit contains a complete and accurate list, if any, and the Sellers have delivered to the Company SEC DocumentsBuyer true and complete copies, there is noif any, of: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value in excess of $500,00010,000.00 (excluding the rental of Rental Equipment in the Ordinary Course of Business); (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Company of an amount or value in excess of $500,0005,000.00; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of $500,0005,000.00; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,0005,000.00 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) each power of attorney, if any, that is currently effective and outstanding; (xi) each Applicable Contract, if any, entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xii) each Applicable Contract for capital expenditures in excess of $2,500,000.5,000.00; (bxiii) Company has made available each written warranty, guaranty, and or other similar undertaking with respect to Parent a copy of each Company Contract listed on Section 2.12(a) of contractual performance extended by the Company Disclosure Schedule or filed as an exhibit to other than in the Company SEC Documents.Ordinary Course of Business; and (cxiv) Each Company Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcyeach amendment, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not havesupplement, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: modification (iwhether oral or written) none in respect of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contractforegoing. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(a) of Schedule 5.15 contains a complete and accurate list, and the Company Disclosure Schedule or filed as an exhibit has made available to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves or will involve performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $500,00025,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to the Company during any of the Acquired Companies twelve (12) month period of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $500,00025,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure or receipt by any of the Acquired Companies of an amount or value in excess of $500,000Business; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement of the Company and each other instrument relating to the borrowing of money or (B) letter of creditApplicable Contract, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract each case affecting the ownership of, leasing ofownership, title to, use of, occupancy, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00025,000 and with terms of less than one year); (viv) material each licensing agreement of the Company Contract and each other Applicable Contract, in each case with respect to Intellectual Property (Property, including Contracts agreements with current or former employeesEmployees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material each collective bargaining agreement of the Company Contract and each other Applicable Contract, in each case to or with any labor union or other employee Employee representative of a group of employeesEmployees and each other written employment or consulting agreement with any Employees or consultants; (viiivii) each joint venture or partnership of the Company Contract (however named) and each other than Company Plans Applicable Contract, in each case involving a sharing of profits, losses, costs or Liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any of its Affiliates or limit the freedom of the Company or any of the Acquired Companies its Affiliates to engage in any line of business or to compete with any Person; and; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (x) each power of attorney granted by or to the Company that is will be after the Closing, effective and outstanding; (xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xii) each Applicable Contract for capital expenditures in excess of $2,500,00025,000; (xiii) each Applicable Contract in effect presently or during the last twelve (12) months between the Company and its former or current Members, directors, officers and Employees; (xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance in excess of $25,000 extended by the Company, other than in the Ordinary Course of Business; (xv) each severance agreement or similar arrangement that provides any obligations (absolute or contingent) for the Company or any other Person to make any payment to any officer, director, or Employee or shareholder of the Company after termination; and (xvi) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company Except as set forth in Schedule 5.15, no Member (or any relation thereof) has made available or may acquire any rights under, and no Member has or may become subject to, any obligation or liability under any Contract that relates to Parent a copy of each Company Contract listed on Section 2.12(a) the business of, or any of the Company Disclosure Schedule assets owned or filed as an exhibit to used by, the Company SEC Documents.Company; (c) Each Company Contract Except as set forth in Section 2.12(a) of the Company Disclosure Schedule 5.15, each Contract identified or filed as an exhibit required to the Company SEC Documents and material to Company's business be identified in Schedule 5.15 is in full force and effect and is valid legal, valid, binding and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcyagainst the Company and, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none the Knowledge of the Acquired Companies norCompany, to Company's Knowledge any other party to a Company Contract has Contravened any against all of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party parties thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is Except as set forth in full force and effect and is valid and enforceable in accordance with its terms and Schedule 5.15: (i) none the Company is, and at all times since the Company’s inception, has been, in compliance with all material terms and requirements of the Acquired Companies nor, each Contract identified or required to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, be identified on Schedule 5.15; (ii) to the Knowledge of the Company's Knowledge, each other Person that has or had any obligation or Liability under any Applicable Contract identified or required to be identified on Schedule 5.15 is, and at all times since the Company’s inception has been, in compliance with all material terms and requirements of such Applicable Contract; (iii) to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute in any material respect contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give the Company or any Drilling other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract identified or Rig Contractrequired to be identified on Schedule 5.15; and (iv) the Company has not given to or received from any other Person, and (iii) none at any time since the Company’s inception, any written or, to the Knowledge of the Acquired Companies has given or received written Company, other notice or other communication regarding any actual, or alleged material violation or potential Contravention of breach of, or default under, any Drilling Contract identified or Rig Contractrequired to be identified in Schedule 5.15. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no pending significant renegotiations of, to Company's Knowledge, attempts to renegotiate or renegotiate, and there are no outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule material amounts paid or filed as an exhibit payable to the Company SEC Documents under current or completed Contracts with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Contracts relating to the provision of products or services by the Company have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act by the Company or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation by the Company of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 3.17(a) of the Company Disclosure Schedule or filed as an exhibit contains a complete and accurate list, and Seller has delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the one or more Acquired Companies or otherwise in connection with the Business of an amount or value in excess of $500,000100,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the one or more Acquired Companies or otherwise in connection with the Business of an amount or value in excess of $500,000100,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the one or more Acquired Companies of an amount or value otherwise in connection with the Business in excess of $500,00025,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00025,000 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights or other intellectual property, including Contracts agreements with current or former employeesemployees which are still in effect, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by Property Assets other than those agreements with employees entered into in the sale ordinary course of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partybusiness; (viivi) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any material way purport to restrict the business activity of the Business or any Acquired Company or any Related Person of an Acquired Company or limit the freedom of the Business or any Acquired Company or any Related Person of the an Acquired Companies Company in any material way to engage in any of its line of business or to compete with any Person; andPerson in its lines of business; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (x) each power of attorney that is currently effective and outstanding which could effect in a material way the Business or the Acquired Companies; (xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for indirect, consequential or punitive damages; (xii) each Applicable Contract for capital expenditures in excess of $2,500,000.25,000; (bxiii) each written warranty, guaranty and other similar undertaking with respect to contractual performance extended by any Acquired Company has made available to Parent a copy other than in the Ordinary Course of each Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents.Business; and (cxiv) Each Company Contract set forth each material amendment, supplement and modification (whether oral or written) in Section 2.12(a) respect of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (iiforegoing. Schedule 3.17(a) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, sets forth sufficient details concerning such Contracts to Company's Knowledge any other party theretoidentify the Contracts, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit Companies' office where details relating to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently Contracts are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been madelocated.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 3.16(a) contains a complete and accurate list, and the Companies have delivered to Purchaser true and complete copies, of (or with respect to those items which are not in writing, a description of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents, there is no:parties and material terms of each such item): (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any either of the Acquired Companies of an amount or value in excess of $500,00037,500; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any either of the Acquired Companies of an amount or value in excess of $500,00037,500; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of either of the Acquired Companies of an amount or value in excess of $500,00037,500; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00037,500 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale Property Assets but excluding standard nondisclosure agreements and licenses of a product and perpetual, paid-up licenses for commonly commercially available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partysoftware; (viivi) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any either of the Acquired Companies with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of Company either of the Companies or any Shareholder or limit the freedom of any either of the Acquired Companies or any Shareholder to engage in any line of business or to compete with any Person; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods and other than commission arrangements with sales employees of either of the Companies entered into in the Ordinary Course of Business; (x) each power of attorney that is currently effective and outstanding; (xi) each Applicable Contract for capital expenditures; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by either of the Companies other than in the Ordinary Course of Business; and (xxiii) Company Contract for capital expenditures each amendment, supplement, and modification (whether oral or written) in excess respect of $2,500,000any of the foregoing Contracts, identified or required to be identified ((i) - (xiii) are collectively, the "Material Contracts"). (b) Company Except as set forth in Schedule 3.16(b), no Shareholder (and no Related Person of any Shareholder) has made available or may acquire any rights under, or has or may become subject to Parent a copy of each Company any obligation or liability under, any Applicable Contract listed on Section 2.12(a) that relates to the Business of, or any of the Company Disclosure Schedule Assets owned or filed as an exhibit to used by, either of the Company SEC DocumentsCompanies. (c) Each Company Contract Except as set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business 3.16(c), each Material Contract is in full force and effect and is valid and enforceable against the Companies, and to the Knowledge of the Companies and the Shareholders, against the other parties thereto, in accordance with its terms terms. (except d) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be set forth in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: Schedule 3.16(d): (i) none Each of the Acquired Companies noris, to Company's Knowledge any other party to a Company Contract has Contravened any and at all times since the date of the Audited Balance Sheet, has been, in compliance with all applicable terms and requirements of a Company Contract, each Material Contract under which either of the Companies has or had any obligation or liability; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, conflict with, or result directly in a violation or indirectly in Contravention breach of, or give either of any Company Contract by Company orthe Companies, or to Company's the Knowledge of the Companies and the Shareholders, any other party theretoPerson, and the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, reprice, or modify, any Material Contract; and (iii) to Company's Knowledge, none Neither of the Acquired Companies has given to or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, from any other party to a Drilling Contract or Rig Contract has Contravened Person, at any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of time since the date of this Agreementthe Audited Balance Sheet, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.written

Contracts; No Defaults. (a) Except as set forth on Section 2.12(a) 3.17 of the Company Disclosure Company's Schedule or filed as an exhibit to contains a complete and accurate list, and the Company SEC Documentshas delivered to Buyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the one or more Acquired Companies of an amount or value in excess of $500,00015,000 annually; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the to, or employment by, one or more Acquired Companies of an amount or value in excess of $500,00025,000 annually; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the one or more Acquired Companies of an amount or value in excess of $500,00025,000 annually; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00010,000 annually and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (viivi) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to materially restrict the business activity of any Acquired Company or limit materially the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) each power of attorney that is currently effective and outstanding; (xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xii) each Applicable Contract for capital expenditures in excess of $2,500,00025,000 annually; (xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement and modification in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Except as set forth in Section 2.12(a3.17(b) of the Company Disclosure Schedule Company's Schedule: (i) no Seller (and no Related Person of any Seller) has or filed as an exhibit may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates specifically, and is material, to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Company, no officer, director, agent, employee, consultant, or contractor of any Acquired Company SEC Documentsis bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(a3.17(c) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business Schedule, each Applicable Contract is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles)terms, except where the failure of such Applicable Contract to be in full force and effect or failure to be valid and enforceable does not havewould not, and is not reasonably likely to haveindividually or in the aggregate, have a Company Material Adverse Effect. Except where such Contravention does not havematerial adverse effect on the business, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none financial condition or results of operations of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for Except as set forth in Section 3.17(d) of the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and Company's Schedule: (i) none each Acquired Company is, and at all times since January 1, 1997 has been, in material compliance with all applicable terms and requirements of each Applicable Contract, except where the failure to be in such compliance would not, individually or in the aggregate, have a material adverse effect on the business, financial condition or results of operations of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, ; (ii) to the Knowledge of the Company's Knowledge, no event each other Person that has occurred or circumstance exists that (with had any obligation or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of liability under any Drilling Contract or Rig Applicable Contract, and (iii) none at all times since January 1, 1997 has been, in material compliance with all applicable terms and requirements of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.such

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 3.20(a) of the Company Disclosure Schedule or filed as contains an exhibit accurate and complete list, and Company, Suzhou and, with respect to the Company SEC DocumentsFranklin Street Property or the Business, there is noE122 , have delivered to Buyer accurate and complete copies, except as specifically contemplated below, (which Schedule separately indicates and discloses which Contracts relate to the Business or Assets and which Contracts do not relate to the Business or Assets), of: (i) each Company Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Seller of an amount or value in excess of $500,00050,000; (ii) each Company Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Seller of an amount or value in excess of $500,00050,000; (iii) each Company Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by receipts of any of the Acquired Companies of an amount or value Seller in excess of $500,00050,000; (iv) Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) each Company Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00050,000 and with a term of less than one year); (viv) material Company Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material each Company Contract with any labor union or other employee representative of a group of employeesemployees relating to wages, hours and other conditions of employment; (viiivi) each Company Contract other than Company Plans (however named) involving a sharing of profits, losses, costs or Liabilities liabilities by any of the Acquired Companies Seller with any other Person; (ixvii) each Company Contract containing covenants that in any way purport to restrict the any Seller’s business activity of Company or limit the freedom of any of the Acquired Companies Seller to engage in any line of business or to compete with any Person; and; (viii) each Company Contract with a value in excess of $50,000 providing for the indemnification, hold harmless or defense by any Seller of any Person; (ix) each Company Contract with a value in excess of $50,000 providing for the nondisclosure or maintenance of confidentiality by any Seller Party with respect to information (proprietary or otherwise) of any Person; (x) each Company Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (xi) each power of attorney of any Seller that is currently effective and outstanding; (xii) each Company Contract that contains or provides for an express undertaking by any Seller to be responsible for consequential damages; (xiii) each Company Contract for capital expenditures in excess of $2,500,00050,000; (xiv) each Company Contract not denominated in U.S. dollars that is valued in excess of $50,000(USD); (xv) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by any Seller and related to the Business; and (xvi) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.20(a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, and with respect to Subsections (i) and (ii) above, the amount of the remaining commitment of the respective Seller under the Contracts and the location of the respective Seller’s office where details relating to the Contracts are located. Notwithstanding the foregoing, disclosure with respect to the Retained Business is limited to the information specified in Schedule 3.20(a). (b) Company Except as set forth in Schedule 3.20(b), neither Shareholder nor any other shareholder or equity owner has made available or may acquire any rights under, and neither Shareholder nor any other shareholder or equity owner has or may become subject to Parent a copy any obligation or liability under, any Contract that relates to the business of each Company Contract listed on Section 2.12(a) any Seller, the Business or any of the Company Disclosure Schedule or filed as an exhibit to the Company SEC DocumentsAssets. (c) Each Company Contract Except as set forth in Section 2.12(aSchedule 3.20(c): (i) of the Company Disclosure each Contract identified or required to be identified in Schedule 3.20(a) and which is to be assigned to or filed as an exhibit to the Company SEC Documents and material to Company's business assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms terms; (except as enforceability may ii) each Contract identified or required to be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer identified in Schedule 3.20(a) and similar Laws of general applicability relating which is being assigned to or affecting creditors' rights assumed by Buyer is assignable by the Seller that is party to such Contract to Buyer without the consent of any other Person; and (iii) to the Knowledge of each Seller Party, no Contract identified or by general equity principles), except where failure required to be identified in full force Schedule 3.20(a) and effect or failure which is to be valid and enforceable does not haveassigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a material adverse effect on the business, and is not reasonably likely assets, condition (financial or otherwise) or prospects of any Seller or the business to have, a Company Material Adverse Effect. be conducted by Buyer with the Assets. (d) Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: as set forth in Schedule 3.20(d): (i) none each Seller is, and at all times has been, in compliance with all applicable material terms and requirements of the Acquired Companies nor, to Company's Knowledge any other party to a Company each Contract has Contravened any of the applicable terms of a Company Contract, which is being assumed by Buyer; (ii) each other Person that has or had any obligation or liability under any Contract which is being assigned to Buyer is, and at all times has been, in compliance with all material terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, conflict with or result directly in a Breach of, or indirectly in Contravention of give any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice Seller or other communication alleging Contravention of Person the right to declare a default or exercise any Company Contract.remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract that is being assigned to or assumed by Buyer; (div) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention would cause the creation of any Drilling Contract or Rig Contract, and (iii) none Encumbrance affecting any of the Acquired Companies Assets other than the Permitted Encumbrances; and (v) no Seller has given to or received written from any other Person, at any time, any notice or other communication (whether oral or written) regarding any actual, alleged alleged, possible or potential Contravention of violation or Breach of, or default under, any Drilling Contract which is being assigned to or Rig Contractassumed by Buyer. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company material amounts paid or payable to any Seller under current or completed Contracts listed on Section 2.12(a) of with any Person having the Company Disclosure Schedule contractual or filed as an exhibit statutory right to the Company SEC Documents demand or require such renegotiation and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) Each Contract relating to the sale, design, manufacture or provision of products or services by Company or Suzhou has been madeentered into in the Ordinary Course of Business of Company or Suzhou, as the case may be, and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit Schedules contains a complete and accurate list, and Seller has delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies one or more AMT Predecessors of an amount or value in excess of $500,00050,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies one or more AMT Predecessors of an amount or value in excess of $500,00050,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount one or value more AMT Predecessors in excess of $500,00050,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00050,000 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-non- disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies AMT Predecessor with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of Company any AMT Predecessor or limit the freedom of any of the Acquired Companies AMT Predecessor to engage in any line of business or to compete with any Person; and; (ix) each power of attorney that is currently effective and outstanding; (x) Company each Applicable Contract for capital expenditures in excess of $2,500,00025,000; (xi) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any AMT Predecessor other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.17(b) of the Company Disclosure Schedule or filed Schedules: (i) Except as an exhibit contemplated by Section 3.22(b), Seller does not have nor may it acquire any rights under any material Contract that relates to the Company SEC Documentsbusiness of, or any of the assets owned or used by any AMT Predecessor; and (ii) to the Knowledge of Seller, no officer, director, agent, employee, consultant, manager, member or contractor of any AMT Predecessor is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, manager, member or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any AMT Predecessor, or (B) assign to any AMT Predecessor or to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.17(c) of the Company Disclosure Schedule Schedules, each Contract identified or filed as an exhibit required to be identified in Part 3.17(a) of the Company SEC Documents and material to Company's business Disclosure Schedules is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contractterms. (d) Each Drilling Contract or each Company Contract that provides for Except as set forth in Part 3.17(d) of the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and Disclosure Schedules: (i) none each AMT Predecessor is in compliance with all applicable terms and requirements of the Acquired Companies nor, to Company's Knowledge, each Contract under which such AMT Predecessor has any other party to a Drilling Contract obligation or Rig Contract has Contravened liability or by which such AMT Predecessor or any of the applicable terms assets owned or used by such AMT Predecessor is bound, except to the extent that failure to be in compliance would not have a material adverse effect on the business, operations or financial condition of a Drilling Contract or Rig Contract, the AMT Predecessors; (ii) to Companythe Knowledge of Seller, each other Person that has or had any obligation or liability under any Contract under which any AMT Predecessor has or had any rights is in compliance with all applicable terms and requirements of such Contract, except to the extent that such Person's Knowledgefailure to be in compliance would not have a material adverse effect on the business, operations or financial condition of the AMT Predecessors; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or any Drilling Contract AMT Predecessor or Rig other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Applicable Contract, and ; and (iiiiv) none of the Acquired Companies no AMT Predecessor has given to or received written from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig material Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any Company material amounts paid or payable to any AMT Predecessor under current or completed Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit with any Person and, to the Company SEC Documents and material to Company's businessKnowledge of Seller, nor no such Person has any made written demand for renegotiation been madesuch renegotiation. (f) As of the Closing, there shall be no Event of Default (as defined in the Credit Agreement) under the Credit Agreement, as may be amended in connection with the Closing.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit Letter contains a complete and accurate list, and Seller has delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the one or more Acquired Companies of an amount or value in excess of $500,00010,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the one or more Acquired Companies of an amount or value in excess of $500,00010,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the one or more Acquired Companies of an amount or value in excess of $500,00010,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00025,000 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each joint venture, partnership, and other Applicable Contract with any labor union or other employee representative of a group of employees; (viiihowever named) Company Contract other than Company Plans involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or limit the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney granted by any Acquired Company to an attorney-in-fact of such Acquired Company that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $2,500,00050,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.17(b) of the Company Disclosure Schedule Letter: (i) Seller (and no Related Person other than Acquired Companies or filed as an exhibit any other party to a property management agreement) has no nor shall acquire any rights under, and Seller has no nor shall become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) no officer, director, agent, employee, consultant, or contractor of any Acquired Company SEC Documentsis bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.17(c) of the Company Disclosure Schedule Letter, each Applicable Contract identified or filed as an exhibit required to be identified in Part 3.17(a) of the Company SEC Documents and material to Company's business Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter and except as enforceability may be limited by applicable bankruptcywith respect to matters which have heretofore been concluded without any resultant material adverse impact on the business, insolvencyoperations, reorganizationassets, moratorium, fraudulent transfer and similar Laws condition or prospects of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: any Acquired Company: (i) none each Acquired Company is, and at all times since the date of the its respective incorporation has been, in material compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Companies nor, to Company's Knowledge Company has or had any other party to a obligation or liability or by which such Acquired Company Contract has Contravened or any of the assets owned or used by such Acquired Company is or was bound (provided, however, that this subparagraph (i) does not require disclosure regarding compliance with any Legal Requirement or Environmental Law in addition to the disclosures required under Sections 3.14 and 3.19); (ii) each other Person that has or had any obligation or liability under any Applicable Contract under which an Acquired Company has or had any rights is, and at all times since has been, in material compliance with all applicable terms and requirements of a Company such Applicable Contract, ; (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may materially contravene, conflict with, or result directly in a material violation or indirectly in Contravention of breach of, or give any Acquired Company Contract by or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) no Acquired Company or, has given to Company's Knowledge or received from any other party theretoPerson, and (iii) to Company's Knowledge, none at any time since the date of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledgerespective incorporation, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Applicable Contract. (e) To Company's Knowledge, Except as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(adisclosed in Part 3.17(e) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this AgreementLetter, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any material amounts paid or payable to any Acquired Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule under current or filed as an exhibit to the Company SEC Documents completed Applicable Contract with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in material violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule Letter contains a complete and accurate list, and the Acquired Companies have delivered or filed as an exhibit made available to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each executory Applicable Contract that involves performance of services or delivery of goods or materials by any of the one or more Acquired Companies of an outstanding amount or value in excess of $500,00050,000 other than purchase orders given or received by an Acquired Company for the purchase or sale of inventory in the Ordinary Course of Business of an outstanding amount or value of less than $200,000; (ii) Company each executory Applicable Contract that involves performance of services or delivery of goods or materials to any of the one or more Acquired Companies of an outstanding amount or value in excess of $500,00050,000 other than purchase orders given or received by an Acquired Company for the purchase or sale of inventory in the Ordinary Course of Business of an outstanding amount or value of less than $200,000; (iii) Company each executory Applicable Contract that was not entered into in the Ordinary Course of Business since June 30, 1999, and that involves the expenditure expenditures or receipt by any receipts of the one or more Acquired Companies of an amount or value in excess of $500,00050,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company material Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or tangible personal property (except tangible personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00025,000 or with terms of less than one year); (viv) each executory licensing agreement (excluding off-the-shelf software or licenses requiring no further payment or payments to or from an Acquired Company of more than $10,000 per year) and, to the Knowledge of Sellers, each other material Company Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) each collective bargaining agreement and other material Company Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to materially restrict the business activity of any Acquired Company or materially limit the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (ix) each executory Applicable Contract (other than with employees) providing for the payment of commissions, royalties or other payments based on the volume of purchases or sales or magnitude of profits other than Applicable Contracts where the payment to or by an Acquired Company is less than $10,000 per year; (x) each power of attorney that is currently effective and outstanding excluding those given in connection with freight forwarding or intellectual property registration or filing; (xi) to the Knowledge of Sellers, each material Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xii) each executory Applicable Contract for capital expenditures in excess of $2,500,00025,000; (xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiv) each written amendment, supplement, and modification in respect of any of the foregoing. (b) Company Each Seller represents that, except as set forth in Part 3.17(b) of the Disclosure Letter, such Seller (and any Related Person of such Seller) has made available no rights under, and such Seller has not become subject to Parent a copy of each Company any obligation or liability under, any Contract listed on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC DocumentsLetter. (c) Each Company Contract to the Knowledge of Sellers, except as set forth in Section 2.12(aPart 3.17(c) of the Company Disclosure Schedule or filed as an exhibit to Letter, each Contract identified in Part 3.17(a) of the Company SEC Documents and material to Company's business Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms terms. (d) To the Knowledge of Sellers, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws set forth in Part 3.17(d) of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: the Disclosure Letter: (i) none each Acquired Company is in full compliance with all material terms and requirements of each Contract listed on Part 3.17(a) of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, Disclosure Schedule; (ii) no event each other Person that has occurred or circumstance exists that (had any obligation or liability under any Contract listed on Part 3.17(a) of the Disclosure Schedule is in full compliance with or without notice or lapse all material terms and requirements of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and such Contract; and (iii) to Company's Knowledge, none of the no Acquired Companies Company has given to or received from any other Person, at any time since June 30, 1999, any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged actual or potential Contravention material violation or breach of, or default under, any Contract listed on Part 3.17(a) of any Drilling Contract or Rig Contractthe Disclosure Schedule. (e) To Company's Knowledgethe Knowledge of Sellers, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit other than with respect to the Company SEC Documents and material to Company's business has repudiated it. As purchase of inventory in the date Ordinary Course of this AgreementBusiness, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed material Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has with any written demand for renegotiation been madePerson.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 4.12(a) of the Company W▇▇▇▇▇▇▇▇▇ Disclosure Schedule Letter contains a complete and accurate list, and W▇▇▇▇▇▇▇▇▇ has delivered to Concierge true and complete copies, of the following Contracts to which any of the Acquired Companies is a party or filed as an exhibit to by which the Company SEC Documentsassets of any of the Acquired Companies are bound (other than Fund Material Contracts, there is no:which are addressed in Section 4.9) (collectively, the “Material Contracts”): (i) Company each Contract that involves performance of services by one or delivery of goods or materials by any of the more Acquired Companies of an amount or value in excess of $500,000250,000; (ii) Company each Contract that involves performance of services for to one or delivery of goods or materials to any of the more Acquired Companies of an amount or value in excess of $500,000250,000; (iii) Company each Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the one or more Acquired Companies of an amount or value in excess of $500,000250,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,000250,000 and with terms of less than one year); (v) each licensing agreement or other Contract, in each case to the extent material to the Acquired Companies, taken as a whole, with respect to Intellectual Property; (vi) material Company each collective bargaining agreement and other Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company Contract with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies with any other Person; (ixviii) Company each Contract containing covenants that in any way purport to restrict the business activity of Company any of the Acquired Companies or limit the freedom of any of the Acquired Companies to engage in any line of business or to compete with any Person; and; (xix) Company each Contract for capital expenditures in excess of $2,500,000250,000; (x) each Contract that provides for the indemnification by any of the Acquired Companies of any Person or the assumption of any Tax, environmental or other liability of any Person; (xi) each Contract with any Governmental Body to which any of the Acquired Companies is a party; (xii) each Contract that limits or purports to limit the ability of any of the Acquired Companies to compete in any line of business or with any Person or in any geographic area or during any period of time; and (xiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 4.12(b) of the Company W▇▇▇▇▇▇▇▇▇ Disclosure Schedule Letter, no Seller or filed as an exhibit Related Person of any Seller) has or may acquire any rights under, and no Seller has or may become subject to the Company SEC Documentsany obligation or liability under, any Material Contract. (c) Each Company Contract Except as set forth in Section 2.12(aPart 4.12(c) of the Company W▇▇▇▇▇▇▇▇▇ Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business Letter, each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer the Bankruptcy and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse EffectEquity Exception. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none None of the Acquired Companies noris in breach of or default under, to Company's Knowledge any other party to a Company Contract or has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given provided or received any written notice or other communication alleging Contravention of any Company intention to terminate any Material Contract. (d) Each Drilling Contract or each Company Contract that provides for Except as set forth in Part 4.12(d) of the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and W▇▇▇▇▇▇▇▇▇ Disclosure Letter: (i) none each of the Acquired Companies noris, to Company's Knowledgeand at all times since January 1, any other party to a Drilling Contract or Rig Contract 2015 has Contravened any of the been, in compliance in all material respects with all applicable terms and requirements of a Drilling Contract or Rig each Material Contract, ; (ii) to Company's W▇▇▇▇▇▇▇▇▇’▇ Knowledge, each other Person that is a party to any Material Contract is, and at all times since January 1, 2015 has been, in compliance in all material respects with all applicable terms and requirements of such Material Contract; and (iii) to W▇▇▇▇▇▇▇▇▇’▇ Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding Person the right to declare a default or exercise any actualremedy under, alleged or potential Contravention of to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Drilling Contract or Rig Material Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 3.20(a) of the Company Disclosure Schedule or filed as contains an exhibit accurate and complete list, and Seller has delivered to the Company SEC DocumentsBuyer, there is noaccurate and complete copies of: (i) Company each Transferred Contract that involves performance performances of services or delivery of goods or materials by any of the Acquired Companies Seller of an amount or value in excess of $500,00050,000; (ii) Company each Transferred Contract that involves performance furnishing of services services, licensing of software or delivery of goods or materials to any of the Acquired Companies Seller of an amount or value in excess of $500,00050,000; (iii) Company each Transferred Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Seller in excess of $500,00050,000; (iv) Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company each Transferred Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements agreements) having a value per item or aggregate payments of less than $500,000)50,000; (viv) material Company Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company each Transferred Contract with any labor union or other employee representative of a group of employeesemployees relating to wages, hours and conditions of employment; (viiivi) Company each Transferred Contract other than Company Plans (however named) involving a sharing share of profits, losses, costs or Liabilities liabilities by any of the Acquired Companies Seller with any other Person; (vii) each Transferred Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payment for goods; (viii) each power of attorney granted by Seller that is currently effective and outstanding and binding on Buyer after the Closing, except powers of attorney granted in respect of patents, copies of which have been previously provided to Buyer by Seller; (ix) Company each Transferred Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (x) each Transferred Contract for capital expenditures in excess of $25,000 in the aggregate; (xi) each Transferred Contract containing covenants that in any way purport to restrict the Seller's business activity with respect to the Automated Services Business (xii) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Seller with respect to the Automated Systems Business other than in the Ordinary Course of Company Business; and (xiii) each amendment, supplement, and modification (whether oral or limit the freedom written) in respect of any of the Acquired Companies to engage in any line of business or to compete with any Person; and (x) Company Contract for capital expenditures in excess of $2,500,000foregoing. (b) Company has made available to Parent a copy of each Company Contract listed Except as set forth on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents.3.20(b): (ci) Each Company each Transferred Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents is valid and material to Company's business is binding and in full force and effect and is valid and enforceable in accordance with its terms effect; (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (iii) none of the Acquired Companies neither Seller nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to CompanySeller's Knowledge, any other party to any Seller Contract is in default under any Transferred Contract except as would not be expected to have a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, Material Adverse Effect; (iiiii) to Company's Knowledge, no event has occurred or circumstance exists that (which with or without the giving of notice or lapse passage of timetime or both would constitute a default by Seller under any Transferred Contract except as would not be expected to have a Material Adverse Effect; and (iv) may constitute neither Seller, nor to Seller's Knowledge, any Person other than Seller has failed to comply with any obligation under any Transferred Contract which would materially adversely affect, either individually or result directly or indirectly in Contravention of any Drilling Contract or Rig Contracttogether with other defaults, and (iii) none the financial condition of the Acquired Companies has given Automated Systems Business or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contractthe Assets. (ec) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule material amounts paid or filed as an exhibit payable to the Company SEC Documents and material Seller under current or completed Transferred Contracts with any Person and, to Company's businessthe Knowledge of Seller, nor no such Person has any made written demand for renegotiation been madesuch renegotiation.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents, there is no5.15 contains a complete and accurate list of: (i) Company each Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Bioauthorize of an amount or value in excess of $500,00010,000; (ii) Company each Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Bioauthorize of an amount or value in excess of $500,00010,000; (iii) Company each Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Bioauthorize in excess of $500,00010,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00010,000 and with terms of less than one year); (viv) material Company each licensing agreement or other Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Bioauthorize with any other Person; (ixviii) Company each Contract containing covenants that in any way purport to restrict the business activity of Company Bioauthorize or any Affiliate of Bioauthorize or limit the freedom of Bioauthorize or any Affiliate of the Acquired Companies Bioauthorize to engage in any line of business or to compete with any Person; and; (ix) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) Company each power of attorney that is currently effective and outstanding; (xi) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Bioauthorize to be responsible for consequential damages; (xii) each Contract for capital expenditures in excess of $2,500,00010,000; (xiii) each written warranty, guaranty, or other similar undertaking with respect to contractual performance extended by Bioauthorize other than in the Ordinary Course of Business; and (xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (xv) Schedule 5.15 sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts and the amount of the remaining commitment of Bioauthorize under the Contracts. (b) Company has made available to Parent a copy Except as set forth in Schedule 5.15: (i) no officer, director or shareholder who owns in excess of each Company Contract listed on Section 2.12(afive percent (5%) of the Company Disclosure Schedule or filed as an exhibit capital stock of Bioauthorize (and no Related Person of the foregoing) has nor may it acquire any rights under, any Contract that relates to the Company SEC Documentsbusiness of, or any of the assets owned or used by, Bioauthorize; and (ii) no officer, director, agent, employee, consultant, or contractor of Bioauthorize is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of Bioauthorize, or (B) assign to Bioauthorize or to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(a) of the Company Disclosure Schedule 5.15, each Contract identified or filed as an exhibit required to the Company SEC Documents and material to Company's business be identified in Schedule 5.15 is in full force and effect and is valid and enforceable in accordance with its terms terms. (except d) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be set forth in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: Schedule 5.15: (i) none Bioauthorize is, and at all times since inception has been, in full compliance with all applicable terms and requirements of the Acquired Companies nor, to Company's Knowledge each Contract under which Bioauthorize has or had any other party to a Company Contract has Contravened obligation or liability or by which Bioauthorize or any of the assets owned or used by Bioauthorize is or was bound; (ii) each other Person that has or had any obligation or liability under any Contract under which Bioauthorize has or had any rights is, and at all times since inception has been, in full compliance with all applicable terms and requirements of a Company such Contract, ; (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, conflict with, or result directly in a violation or indirectly in Contravention of any Company Contract by Company orbreach of, to Company's Knowledge or give Bioauthorize or any other party theretoPerson the right to declare a default or exercise any remedy under, and or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; and (iiiiv) Bioauthorize has not given to Company's Knowledge, none of the Acquired Companies has given or received from any written other Person, at any time since inception, any notice or other communication alleging Contravention of any Company Contract. (dwhether oral or written) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company material amounts paid or payable to Bioauthorize under current or completed Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation been madesuch renegotiation.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Company Disclosure Schedule has delivered or filed as an exhibit made available to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value in excess of $500,00015,000; (ii) Company Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies of an amount or value in excess of $500,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of $500,00015,000; (iviii) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00015,000 and with terms of less than one year); (viiv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viiv) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivi) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Seller of the Company or limit the freedom of the Company or any Seller of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods and sales commission arrangements for employees; (ix) each power of attorney granted by the Company that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xi) each Applicable Contract for future capital expenditures in excess of $2,500,00015,000; (xii) each currently effective written warranty, guaranty, indemnity, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; (xiii) each Contract for indebtedness of the Company involving future aggregate payments of more than $10,000; and (xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.17(b) of the Disclosure Letter: (i) Sellers (and no Related Person of the Sellers) do not have or may acquire any rights under, and Sellers do not have or may become subject to, any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) no officer or director of the Company Disclosure Schedule is bound by any Contract that purports to limit the ability of such officer or filed as an exhibit director to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company SEC Documentsor to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.17(c) of the Company Disclosure Schedule Letter, each Contract identified or filed as an exhibit required to be identified in Part 3.17(a) of the Company SEC Documents and material to Company's business Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contractmaterial terms. (d) Each Drilling Contract or each Company Contract that provides for Except as set forth in Part 3.17(d) of the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and Disclosure Letter: (i) none of the Acquired Companies norCompany is, to Company's Knowledgeand at all times has been, any other party to a Drilling Contract or Rig Contract has Contravened any of the in full compliance with all applicable terms and requirements of a Drilling each Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of under which the Company Disclosure Schedule has or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.had

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aA. SCHEDULE 3.17(A) of the Company Disclosure Schedule or filed as an exhibit contains a complete ---------------- and accurate list, and Sellers have delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company Each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value in excess of Five Thousand and No/100 Dollars ($500,0005,000.00); (ii) Company Each Applicable Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Company of an amount or value in excess of Five Thousand and No/100 Dollars ($500,0005,000.00); (iii) Company Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of Five Thousand and No/100 Dollars ($500,0005,000.00); (iv) Company Contract that is a (A) mortgageEach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than Five Thousand and No/100 Dollars ($500,0005,000.00) and with terms of less than one (1) year); (viv) material Company Each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product Software and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyIntangibles; (viivi) material Company Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company Each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company Each Applicable Contract containing covenants that in any way purport to restrict the business activity of Company or any Affiliate of an Company or limit the freedom of Company or any Affiliate of the Acquired Companies an Company to engage in any line of business or to compete with any Person; and; (ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) Each power of attorney that is currently effective and outstanding; (xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Company to be responsible for consequential damages; (xii) Each Applicable Contract for capital expenditures in excess of Five Thousand and No/100 Dollars ($2,500,0005,000.00); (xiii) Each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Company other than in the Ordinary Course of Business; and (xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aB. SCHEDULE 3.17(A) of the Company Disclosure Schedule or filed as an exhibit sets forth reasonably ---------------- complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of Company SEC Documentsunder the Contracts, and Company' office where details relating to the Contracts are located. (c) Each Company Contract C. Except as set forth in Section 2.12(aSCHEDULE 3.17(C) of the Disclosure ---------------- Schedule: (i) Neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, Company; and (ii) To the Knowledge of Sellers and Company, no officer, director, agent, employee, consultant, or contractor of Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (1) engage in or continue any conduct, activity, or practice relating to the business of Company or (2) assign to Company or to any other Person any rights to any invention, improvement, or discovery. D. Except as set forth in SCHEDULE 3.17(D) of the Disclosure ---------------- Schedule, each Contract identified or required to be identified in SCHEDULE -------- 3.17(A) of the Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and ------- enforceable in accordance with its terms (except terms. E. Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws set forth in SCHEDULE 3.17(E) of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: the Disclosure ---------------- Schedule: (i) none Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of the Acquired Companies nor, to Company's Knowledge each Contract under which such Company has or had any other party to a obligation or liability or by which such Company Contract has Contravened or any of the applicable terms of a assets owned or used by such Company Contract, is or was bound; (ii) no event Each other Person that has occurred or circumstance exists that (with had any obligation or without notice liability under any Contract under which Company has or lapse of time) would constitute or result directly or indirectly in Contravention of had any Company Contract by Company or, to Company's Knowledge any other party theretorights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no No event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give Company or other Person the right to declare a default or exercise any Drilling Contract remedy under, or Rig to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract, and ; and (iiiiv) none of the Acquired Companies Company has not given to or received written from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently F. There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any material amounts paid or payable to Company under current or completed Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. G. The Contracts relating to the sale, design, manufacture, or provision of products or services by Company have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(a) of Schedule 5.16 contains a complete and accurate list, and the Company Disclosure Schedule or filed as an exhibit has made available to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves or will involve performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $500,00025,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to the Company during any of the Acquired Companies twelve (12) month period of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $500,00025,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure or receipt by any of the Acquired Companies of an amount or value in excess of $500,000Business; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement of the Company and each other instrument relating to the borrowing of money or (B) letter of creditApplicable Contract, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract each case affecting the ownership of, leasing ofownership, title to, use of, occupancy, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00025,000 and with terms of less than one year); (viv) material each licensing agreement of the Company Contract and each other Applicable Contract, in each case with respect to Intellectual Property (Property, including Contracts agreements with current or former employeesEmployees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material each collective bargaining agreement of the Company Contract and each other Applicable Contract, in each case to or with any labor union or other employee Employee representative of a group of employeesEmployees and each other written employment or consulting agreement with any Employees or consultants; (viiivii) each joint venture or partnership of the Company Contract (however named) and each other than Company Plans Applicable Contract, in each case involving a sharing of profits, losses, costs or Liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any of its Affiliates or limit the freedom of the Company or any of the Acquired Companies its Affiliates to engage in any line of business or to compete with any Person; and; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (x) each power of attorney granted by or to the Company that is currently, or will be at the Closing, effective and outstanding; (xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xii) each Applicable Contract for capital expenditures in excess of $2,500,00010,000; (xiii) each Applicable Contract which, to the Knowledge of the Company, will result in a material loss to the Company; (xiv) each Applicable Contract in effect presently or during the last twelve (12) months between the Company and its former or current stockholders, directors, officers and Employees; (xv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance in excess of $25,000 extended by the Company, other than in the Ordinary Course of Business; (xvi) each severance agreement or similar arrangement that provides any obligations (absolute or contingent) for the Company or any other Person to make any payment to any officer, director, or Employee or stockholder of the Company after termination; and (xvii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Schedule 5.16, no Company Stockholder (or any Affiliate thereof) has made available (or by the express terms thereof may acquire) any rights under, and no Company Stockholder has (or by the express terms thereof may become subject to) any obligation or liability under any Contract that relates to Parent a copy of each Company Contract listed on Section 2.12(a) the business of, or any of the Company Disclosure Schedule assets owned or filed as an exhibit to used by, the Company SEC Documents.Company; (c) Each Company Contract Except as set forth in Section 2.12(a) of the Company Disclosure Schedule 5.16, each Contract identified or filed as an exhibit required to the Company SEC Documents and material to Company's business be identified in Schedule 5.16 is in full force and effect and is valid legal, valid, binding and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcyagainst the Company and, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none the Knowledge of the Acquired Companies norCompany, to Company's Knowledge any other party to a Company Contract has Contravened any against all of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party parties thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is Except as set forth in full force and effect and is valid and enforceable in accordance with its terms and Schedule 5.16: (i) none the Company is, and at all times since January 1, 2007, has been, in compliance in all material respects with all terms and requirements of the Acquired Companies nor, each Contract identified or required to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, be identified on Schedule 5.16; (ii) to the Knowledge of the Company's Knowledge, each other Person that has or had any obligation or Liability under any Applicable Contract identified or required to be identified on Schedule 5.16 is, and at all times since January 1, 2007 has been, in compliance with all material terms and requirements of such Applicable Contract; (iii) to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give the Company or any Drilling other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract identified or Rig Contractrequired to be identified on Schedule 5.16; and (iv) the Company has not given to or received from any other Person, and (iii) none at any time since January 1, 2007, any written or, to the Knowledge of the Acquired Companies has given or received written Company, other notice or other communication regarding any actual, alleged alleged, possible or potential Contravention of violation or breach of, or default under, any Drilling Contract identified or Rig Contractrequired to be identified in Schedule 5.16. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate or renegotiate, and there are no outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule material amounts paid or filed as an exhibit payable to the Company SEC Documents under current or completed Contracts with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Contracts relating to the provision of products or services by the Company have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit Letter contains a complete and accurate list, and Sellers have delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value in excess of $500,0005,000; (ii) Company Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies of an amount or value in excess of $500,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of $500,0005,000; (iviii) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate annual payments of less than $500,0005,000 and with terms of less than one year); (viiv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viiv) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivi) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $2,500,0005,000; and (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.17(b) of the Disclosure Letter: (i) No Seller (and no related person of a Seller) has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) No officer, director, agent, employee, consultant, or contractor of the Company Disclosure Schedule is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or filed as an exhibit contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company SEC Documentsor to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.17(c) of the Company Disclosure Schedule Letter, each Contract identified or filed as an exhibit required to be identified in Part 3.17(a) of the Company SEC Documents and material to Company's business Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms terms. (except d) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws set forth in Part 3.17(d) of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: the Disclosure Letter: (i) none The Company is in full compliance with all applicable terms and requirements of each Contract under which it has any obligation or by which the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened or any of the assets owned or used by the Company is bound; (ii) each other Person that has any obligation under any Contract under which the Company has any rights is in full compliance with all applicable terms and requirements of a Company such Contract, ; (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, or result directly in a violation or indirectly in Contravention of breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; and (iv) The Company Contract by Company or, has not given to Company's Knowledge or received from any other party theretoPerson, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (dwhether oral or written) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged alleged, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts listed on Section 2.12(awith any Person, and no such Person has made written demand for such renegotiation. (f) The Contracts relating to the sale or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) The Company is not restricted by any Contract from marketing any product of the Company in any geographical territory in the world. (h) Except as disclosed in Part 3.17(h) of the Disclosure Letter, neither the Company Disclosure Schedule nor any Seller is party to any distributor agreement or filed as an exhibit any marketing arrangement with Dematex, Inc., IMTEX, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of their Affiliates; PROVIDED, HOWEVER, the Sellers shall provide full indemnity to the Buyer for any claim and related costs of defense related to any relationship or purported relationship between the Company SEC Documents or any Seller and material to Company's businessDematex, nor has Inc., IMTEX, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any written demand for renegotiation been madeof their Affiliates.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(a) of the Company Seller’s Disclosure Schedule or filed as contains an exhibit to the Company SEC Documents, there is no: (i) accurate and complete list of: each Company Contract that involves performance of services or delivery of goods or materials by any of the one or more Acquired Companies of an amount or value in excess of $500,000; (ii) 50,000; each Company Contract that involves performance of services for or delivery of goods or materials to any of the one or more Acquired Companies of an amount or value in excess of $500,000; (iii) 50,000; each Company Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure or receipt by any of the one or more Acquired Companies of an amount or value in excess of $500,000; (iv) 50,000; each Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or money, (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which an Acquired Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); ) or (vC) currency or interest rate swap, collar or hedge agreement that will not be released as to the Acquired Companies as of Closing; each Company Contract affecting the ownership of, leasing of, title to, use of, or any other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments term of less than $500,000one year); (vi) material ; each Company Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 50,000 under which any of the an Acquired Companies Company is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material ; each Company Contract with any labor union or other employee representative of a group of employees; ; each Company Contract with any employee or independent contractor providing services for an Acquired Company or the KES Business (viii) including covenants not to compete or other restrictive covenants); each Company Contract other than Company Plans involving a sharing of profits, losses, costs or Liabilities by any of the an Acquired Companies Company with any other Person; (ix) ; each Company Contract containing covenants that in any way purport to restrict the business activity of an Acquired Company or limit the freedom of any of the an Acquired Companies Company to engage in any line of business or to compete with any Person; and (x) each Company Contract providing for payments to or by any Person based on or determined by reference to sales, purchases or profits, other than direct payments for goods; each power of attorney that is currently effective and outstanding; each Company Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by an Acquired Company to be responsible for consequential damages; each Company Contract for capital expenditures in excess of $2,500,000. 50,000; and each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by an Acquired Company other than in the Ordinary Course of Business. Seller has delivered to Buyer a true and complete copy (b) Company has made available to Parent a copy in the case of each written Company Contract Contract) or an accurate and complete written summary (in the case of each oral Company Contract) of each of the Company Contracts listed on Section 2.12(a3.14(a) of the Company Seller’s Disclosure Schedule or filed as an exhibit to the Company SEC Documents. (c) Schedule. Each Company Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effectterms. Except where such Contravention does not haveas disclosed in Section 3.14(c) of Seller’s Disclosure Schedule, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the neither an Acquired Companies nor, to Company's Knowledge Company nor any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, ; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none including the transfer of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (dKES Assets to SSPS) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Company Contract, ; and (iii) none of the no Acquired Companies Company has given or received written notice or other communication (written or oral) regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Company Contract. (e) To Company's Knowledge, as of the date of this Agreement, no . No party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated any provision of it. As of the date of this Agreement, there There currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's businessContracts, nor has any written demand for renegotiation been made.. Seller has no Knowledge that any party to a Company Contract does not intend to renew it. Set forth in Section 3.14(e) of Seller’s Disclosure Schedule is a true and complete list and description of all warranty claims made against each Acquired Company and the KES Business by its customers since December 31, 1997. Except as set forth in Section 3.14(a) of Seller’s Disclosure Schedule, no Acquired Company is a member of, or party to, any association, partnership, joint venture, consortium, profit or loss sharing arrangement or agency, licensing, marketing, distributorship, purchasing or manufacturing agreement or arrangement. CUSTOMERS AND SUPPLIERS

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aA. SCHEDULE 3.17(A) of the Company SoftDent Disclosure Schedule or filed as an exhibit contains a complete and accurate list, and Ceramco has delivered (other than agreements on standard forms, the forms of which have been provided pursuant to the Company SEC Documentsthis Agreement) to PracticeWorks true and complete copies, there is noof: (i) Company Each Applicable SoftDent Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value annually in excess of $500,00025,000; (ii) Company Each Applicable SoftDent Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Company of an amount or value annually in excess of $500,00025,000; (iii) Company Each Applicable SoftDent Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company annually in excess of $500,00025,000; (iv) Company Contract that is a (A) mortgageEach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable SoftDent Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments annually of less than $500,00025,000 and with terms of less than one (1) year); (v) Each employment or consulting agreement, contract or commitment with any officer or director or senior management employee Company engaged solely in the SoftDent Business; (vi) material Company Contract with respect to Intellectual Property (including Contracts with current or former employeesEach joint venture, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licenseepartnership, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company other similar Applicable SoftDent Contract with any labor union or other employee representative of a group of employees; (viii) Company Contract other than Company Plans involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (vii) Each Applicable SoftDent Contract that is a joint marketing or development agreement under which Company has continuing obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any Applicable SoftDent Contract pursuant to which Company has continuing obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company and which may not be canceled without penalty upon notice of ninety (90) days or less; (viii) Each Applicable SoftDent Contract currently in force to provide source code to any third party for any product or technology that is material to the SoftDent Business; (ix) Company Each mortgage, indenture, guarantee, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit or granting any Encumbrance on any SoftDent Assets; (x) Each settlement agreement relating to the SoftDent Business entered into within two (2) years prior to the date of this Agreement; (xi) Each Applicable SoftDent Contract containing covenants that in any way purport to restrict the business activity of Company or limit the freedom of any of the Acquired Companies Company to engage in any line of business the SoftDent Business or to compete with any Person; andPerson in the SoftDent Business; (xxii) Company Each Applicable SoftDent Contract for capital expenditures in excess with any stockholder of $2,500,000.Ceramco or any of such stockholder's Affiliates (other than SoftDent LLC); (bxiii) Each Applicable SoftDent Contract under which Company has made available advanced or loaned any amount to Parent a copy any SoftDent Personnel (other than advances of each expenses in the Ordinary Course of Business); (xiv) Each advertising services, e-commerce or other Applicable SoftDent Contract involving the promotion of products and services of third parties by Company; (xv) Each Applicable SoftDent Contract pursuant to which Company Contract listed on Section 2.12(ais obligated to provide maintenance, support or training for its services or products; (xvi) Each power of the Company Disclosure Schedule or filed as an exhibit attorney relating to the Company SEC Documents.SoftDent Business that is currently effective and outstanding; (c) Each Company Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (exvii) To Company's Knowledge, as each Applicable SoftDent Contract entered into other than in the Ordinary Course of the date of this Agreement, no party Business that contains or provides for an express undertaking by Company to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand be responsible for renegotiation been made.consequential damages;

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 3.17(a) of the Company Disclosure Schedule or filed as an exhibit contains a complete and accurate list, and, with respect to the Company SEC Documentswritten agreements, there is noSellers have delivered to Buyer true and complete copies thereof, of: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the an Acquired Companies Company of an amount or value in excess of $500,0002,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the an Acquired Companies Company of an amount or value in excess of $500,0002,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any of the Acquired Companies receipts of an amount or value Acquired Company in excess of $500,0002,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,0002,000 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights or other intellectual property, including Contracts agreements with current or former employees, consultants or contractors of the Company regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partysuch intellectual property; (viivi) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs or Liabilities liabilities by any of the an Acquired Companies Company with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of an Acquired Company or limit the freedom of any of the an Acquired Companies Company to engage in any line of business or to compete with any Person; and; (ix) each power of attorney granted by an Acquired Company that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by an Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $2,500,0002,000; (xii) each written warranty, guaranty and or other similar undertaking with respect to contractual performance extended by an Acquired Company other than in the Ordinary Course of Business; and (xiii) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Company Except as set forth in Schedule 3.17(b): (i) no Seller and no Related Person of any Seller (other than the Acquired Companies) has made available or may acquire any rights under, and no Seller and no Related Person of any Seller (other than the Acquired Companies) has or may become subject to Parent a copy of each Company any obligation or liability under, any Contract listed on Section 2.12(a) that relates to the business of, or any of the assets owned or used by, the Acquired Companies; and (ii) to Sellers’ Knowledge, no officer, manager, agent, employee, consultant or contractor of an Acquired Company Disclosure Schedule is bound by any Contract that purports to limit the ability of such officer, manager, agent, employee, consultant or filed as an exhibit contractor to (A) engage in or continue any conduct, activity or practice relating to the business of the Acquired Companies, or (B) assign to an Acquired Company SEC Documentsor to any other Person any rights to any invention, improvement or discovery. (c) Each Company Contract Except as set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles3.17(c), except where failure each Contract identified or required to be identified in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract"Schedule 3.17(a) is in full force and effect and is valid and enforceable against the applicable Acquired Company and, to Sellers’ Knowledge, the other party thereto, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors rights generally and subject to general equitable principles. (d) Except as set forth in Schedule 3.17(d), no Seller and no Acquired Company is or will be required to give any notice to or obtain any Consent from any Person under any of the Applicable Contracts listed or required to be listed in Schedule 3.17(a) in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Proposed Transactions. (e) Except as set forth in Schedule 3.17(e): (i) none each Acquired Company is, and at all times since January 1, 2011 has been, and to Sellers’ actual knowledge (without inquiry), at all time prior to January 1, 2011, has been in compliance in all material respects with all applicable terms and requirements of the each Contract required to be set forth on Schedule 3.17(a) under which such Acquired Companies nor, to Company's Knowledge, Company has or had any other party to a Drilling Contract obligation or Rig Contract has Contravened liability or by which such Acquired Company or any of the applicable terms of a Drilling Contract assets owned or Rig Contract, used by it is or was bound; (ii) to Company's Sellers’ Knowledge, each other Person that has or had any obligation or liability under any Contract required to be set forth on Schedule 3.17(a) under which an Acquired Company has or had any rights is in compliance in all material respects with all applicable terms and requirements of such Contract; (iii) to Sellers’ Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute would contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give the applicable Acquired Company or other Person the right to declare a default or exercise any Drilling remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract or Rig Contractrequired to be set forth on Schedule 3.17(a); and (iv) since January 1, and (iii) none of the 2011, no Acquired Companies Company has given to or received from any other Person any written notice or other written communication regarding any actual, alleged alleged, possible or potential Contravention of violation or breach of, or default under, any Drilling Contract required to be set forth on Schedule 3.17(a), which remains outstanding and has not been cured or Rig Contractotherwise resolved. (ef) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any amounts paid or payable to an Acquired Company under current or completed Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (g) Except as set forth on Schedule 3.17(g), the Contracts relating to the provision of products or services by an Acquired Company have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (aA) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit Letter contains a complete and accurate list, and Sellers have delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Network 40 or either Company of an amount or value in excess of $500,00050,000; (ii) Company each Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Network 40 or either Company of an amount or value in excess of $500,00050,000; (iii) Company Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure each lease, rental or receipt by any of the Acquired Companies of an amount or value in excess of $500,000; (iv) Company Contract that is a (A) mortgageoccupancy agreement, indenture, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property owned or used by Network 40 or the Companies in the conduct of their business (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00050,000 and with terms of less than one year); (viiv) material each licensing agreement or other Contract to which Network 40 or either Company Contract is a party with respect to any Intellectual Property (Rights, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viiv) material each collective bargaining agreement and other Contract, to which Network 40 or either Company Contract is a party, to or with any labor union or other employee representative of a group of employees; (viiivi) Company each joint venture, partnership, and other Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Network 40 or either Company with any other Person; (ixvii) Company each Contract containing covenants that in any way purport to restrict the business activity of Network 40 or either Company or any Affiliate thereof or limit the freedom of any of the Acquired Companies them to engage in any line of business or to compete with any Person; and; (viii) each Contract to which Network 40 or either Company is a party providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney granted by Network 40 or either Company that is currently effective and outstanding; (x) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Network 40 or either Company to be responsible for consequential damages; (xi) each Contract to which Network 40 or either Company is a party for capital expenditures in excess of $2,500,000.50,000; (bxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Network 40 or either Company has made available to Parent a copy other than in the Ordinary Course of Business; and (xiii) each Company Contract listed on Section 2.12(aamendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Company Disclosure Schedule or filed as an exhibit Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Company SEC Documents. (c) Each Company Contract set forth in Section 2.12(a) Contracts, the amount of the remaining commitment of Network 40 or the Companies under the Contracts, and the office of Network 40 or the Company Disclosure Schedule or filed as an exhibit where details relating to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company ContractContracts are located. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit Letter contains a complete and accurate list, and Sellers have delivered to the Company SEC DocumentsPurchaser true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the one or more Acquired Companies of an amount or value in excess of $500,00010,000.00; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the one or more Acquired Companies of an amount or value in excess of $500,00010,000.00; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the one or more Acquired Companies of an amount or value in excess of $500,00010,000.00; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00010,000.00 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of the an Acquired Companies Company to engage in any line of business or to compete with any Person; and; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) each power of attorney that is currently effective and outstanding; (xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xii) each Applicable Contract for capital expenditures in excess of $2,500,00010,000.00; (xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; (xiv) each Owned Mortgage Loan and any Servicing Agreements and escrow agreement relating thereto; (xv) each Applicable Contract with each of the Company's Investors, and (xvi) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing; (a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.17(b) of the Company Disclosure Schedule Letter: (i) no Seller (and no Related Person of Sellers) has or filed as an exhibit may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) no officer, director, agent, employee, consultant, or contractor of any Acquired Company SEC Documentsis bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.17(c) of the Company Disclosure Schedule Letter, each Contract identified or filed as an exhibit required to be identified in Part 3.17(a) of the Company SEC Documents and material to Company's business Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms terms. (except d) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws set forth in Part 3.17(d) of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: the Disclosure Letter: (i) none each Acquired Company is and at all times has been in full compliance with all applicable terms and requirements of the each Contract under which such Acquired Companies nor, to Company's Knowledge Company has or had any other party to a obligation or liability or by which such Acquired Company Contract has Contravened or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is and at all times has been, in full compliance with all applicable terms and requirements of a Company such Contract, ; (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give any Acquired Company Contract by or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) no Acquired Company or, has given to Company's Knowledge or received from any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received Person at any written time any notice or other communication alleging Contravention of any Company Contract. (dwhether oral or written) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit Letter contains a complete and accurate list, and Sellers have delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value in excess of $500,00010,000; (ii) Company Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies of an amount or value in excess of $500,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of $500,0005,000; (iviii) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00010,000 and with terms of one year or less); (viiv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viiv) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivi) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (x) Company each Applicable Contract for capital expenditures in excess of $2,500,00010,000; (xi) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed Except as an exhibit to the Company SEC Documents. (c) Each Company Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.Part 3.17

Contracts; No Defaults. (a) Except as set forth on Section 2.12(a3.16(a) of the Company Disclosure Schedule or filed as an exhibit to contains a complete and accurate list, and the Company SEC Documentshas delivered to Buyer true and complete copies, there is noof: (i) Company Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies of an amount or value in excess of $500,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Business of an amount or value in excess of $500,00025,000; (iiiii) Company each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts by the expenditure or receipt by any of the Acquired Companies of an amount or value Business in excess of $500,00025,000; (iviii) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00025,000 and with terms of less than one year); (viiv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viiv) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivi) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Business with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the its (or any of its Affiliates’) business activity of Company or limit the freedom of its (or any of the Acquired Companies its Affiliates’) freedom to engage in any line of business or to compete with any Person; and; (xviii) Company each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each Applicable Contract for capital expenditures in excess of $2,500,00025,000; (x) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Business other than in the ordinary course of business; and (xi) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company has made available to Parent a copy To the Knowledge of each Company Contract listed on Section 2.12(a) the Company, no officer, agent, employee, consultant, or contractor of the Company Disclosure Schedule is bound by any Contract that purports to limit the ability of such officer, agent, employee, consultant, or filed as an exhibit contractor to (A) engage in or continue any conduct, activity, or practice relating to the Business, or (B) assign to the Company SEC Documentsor to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract set forth of the Company, including those identified or required to be identified in Section 2.12(a3.16(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business Schedule, is in full force and effect and is valid and enforceable against the Company in accordance with its terms terms. (except d) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws set forth in Section 3.16(d) of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: the Disclosure Schedule: (i) none the Company is, and at all times has been, in compliance in all material respects with all applicable terms and requirements of the Acquired Companies nor, to Company's Knowledge each Contract under which it has or had any other party to a Company Contract has Contravened obligation or liability or by which it or any of the assets owned or used by it is or was bound; (ii) to the Knowledge of the Company, each other Person that has or had any obligation or liability under any Contract relating to the Business under which and the Company has or had any rights is, and at all times has been, in compliance in all material respects with all applicable terms and requirements of a Company such Contract, ; (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly in Contravention of any Drilling Contract breach of, or Rig Contractgive the Company or, and (iii) none to the Knowledge of the Acquired Companies Company, other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) the Company has not given to or received from any other Person any written notice or other communication regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 2.9(a) contains a listing of all Contracts described in clauses (i) through (x) below to which the Company Disclosure Schedule or filed as an exhibit any of its Subsidiaries is a party (the "Company Material Contracts"). True, correct and complete copies of contracts referred to the Company SEC Documents, there is no:in clauses (i)-(x) below have been delivered to or made available to Acquiror and its agents and representatives. (i) Company Each Contract that which involves performance of services or delivery of goods or and/or materials by or to the Company or any of the Acquired Companies its Subsidiaries of an amount or value in excess of $500,000250,000 per annum and which is not terminable upon thirty days' or fewer notice; (ii) Each note, debenture, other evidence of Indebtedness, (including, without limitation, all evidences of Indebtedness owed to the Company Contract that involves performance by any officer, director or employee of services the Company or delivery of goods or materials to any of the Acquired Companies of an amount its Subsidiaries, other than pursuant to ordinary course loans for travel and relocation advances and draws on future commissions), guarantee, loan, credit or value in excess of $500,000financing agreement or instrument or other Contract for money borrowed, including any agreement or commitment for future loans, credit or financing; (iii) Company Each Contract that was not entered into in the Ordinary Course ordinary course of Business and that involves the expenditure business involving expenditures or receipt by any receipts of the Acquired Companies of an amount Company or value any its Subsidiaries in excess of $500,000250,000 per annum or which is not terminable upon thirty days' or fewer notice; (iv) Company Contract that is a (A) mortgageEach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or involving aggregate payments in excess of less than $500,000)100,000 per annum and which is not terminable upon thirty days' or fewer notice; (v) Each joint venture Contract, partnership agreement, or limited liability company agreement; (vi) material Company Each Contract with respect to Intellectual Property (including Contracts with current explicitly requiring capital expenditures after the date hereof in an amount in excess of $250,000 per annum and which is not terminable upon thirty days' or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyfewer notice; (vii) material Company Each Contract with any labor union or other employee representative of a group of employeeslisted on Schedule 2.24; (viii) Each Contract requiring the Company Contract other than Company Plans involving a sharing of profits, losses, costs or Liabilities by any of the Acquired Companies with any other Personits Subsidiaries to provide in kind consideration involving an amount or value in excess of $100,000; (ix) Company Each Contract containing covenants that restricting in any way purport to restrict the business activity ability of the Company or limit the freedom of any of the Acquired Companies Subsidiary to engage in any line of business in any manner or to compete with in any Persongeographic area; and (x) Each Contract pursuant to which the Company Contract for capital expenditures in excess or any of $2,500,000its Subsidiaries is obligated to a third party to develop any product or technology other than coupon books. (b) Company has made available to Parent Except as set forth on Schedule 2.9(b) and except as would not have a copy of each Company Contract listed Material Adverse Effect on Section 2.12(a) of the Company Disclosure Schedule or filed and its Subsidiaries taken as an exhibit to a whole, all the Company SEC Documents. Material Contracts are (ci) Each Company Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is (ii) represent the legal, valid and binding obligations of the Company or the Subsidiary party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Except for those Company Material Contracts denoted with an asterisk (*) as set forth on Schedule 2.9(a), no Company Material Contract requires the consent (each, a "Third Party Consent") of any other contracting party to prevent a breach of, a default under, or a termination, adverse change in the terms or conditions or adverse modification of, or the acceleration of any Indebtedness or other obligations under, any Company Material Contract as a result of the consummation of the transactions contemplated hereby. Except as set forth on Schedule 2.9(b), all of the Company Material Contracts are enforceable in accordance with its their terms (except as enforceability enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent transfer moratorium and similar Laws of general applicability relating to or laws affecting creditors' rights or by generally and subject as to enforceability, to general equity principlesprinciples of equity. Except as set forth on Schedule 2.9(b), except where failure to be the Company and its Subsidiaries are not in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a default under such Company Material Adverse Effect. Except where such Contravention does not haveContracts and, and is not reasonably likely to havethe Company's knowledge, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any no other party to a is in default under such Company Contract has Contravened any of the applicable terms of a Company ContractMaterial Contracts, and (ii) no event has occurred and no condition or circumstance state of facts exists that (which, with the passage of time or without the giving of notice or lapse of time) both, would constitute or result directly or indirectly in Contravention such a default. No written notice of any claim of default has been given to the Company Contract by Company or, or its applicable Subsidiary with respect to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Material Contract. (d) Each Drilling Contract or each . Except as set forth on Schedule 2.9(b), the Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or not received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling intent by any party to any Company Material Contract to terminate or Rig materially amend the terms thereof or to refuse to renew any such Company Material Contract upon expiration of its term. The Company is not currently paying liquidated damages in lieu of performance under any Company Material Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit Letter contains a complete and accurate list, and ▇▇▇▇▇▇▇▇▇▇ has delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the one or more Acquired Companies of an amount or value in excess of $500,00020,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the one or more Acquired Companies of an amount or value in excess of $500,00020,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the one or more Acquired Companies of an amount or value in excess of $500,00020,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or immoveable or personal or moveable property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00020,000 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts material agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company Contract other than Company Plans involving a sharing of profits, losses, costs or Liabilities by any of the Acquired Companies with any other Person; (ix) Company Contract containing covenants that in any way purport to restrict the business activity of Company or limit the freedom of any of the Acquired Companies to engage in any line of business or to compete with any Person; and (x) Company each Applicable Contract for capital expenditures in excess of $2,500,00050,000; (viii) all other Applicable Contracts which individually or aggregated together are material to the business, assets, results of operations, condition (financial or otherwise), or prospects of the Acquired Companies considered as a whole; and (ix) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.17(b) of the Company Disclosure Schedule Letter: (i) no Seller, and no Related Person of any Seller, has or filed as an exhibit may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) no officer, director, agent, employee, consultant, or contractor of any Acquired Company SEC Documentsis bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.17(c) of the Company Disclosure Schedule Letter, each Contract identified or filed as an exhibit required to be identified in Part 3.17(a) of the Company SEC Documents and material to Company's business Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms terms. (except d) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws set forth in Part 3.17(d) of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: the Disclosure Letter: (i) none each Acquired Company is, in full compliance with all applicable terms and requirements of each Contract identified or required to be identified in Part 3.17(a) of the Acquired Companies nor, Disclosure Letter; (ii) each other Person that has or had any obligation or liability under any Contract identified or required to Company's Knowledge any other party to a Company Contract has Contravened any be identified in Part 3.17(a) of the Disclosure Letter, in full compliance with all applicable terms and requirements of a Company such Contract, ; and (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give any Acquired Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of Person the right to declare a default or exercise any Company Contract. (d) Each Drilling Contract remedy under, or each Company Contract that provides for to accelerate the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies normaturity or performance of, or to Company's Knowledgecancel, or terminate, any other party Applicable Contract identified or required to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly be identified in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(aPart 3.17(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.Letter; and

Contracts; No Defaults. (a) Except as set forth on Section 2.12(a) The Data Room Documents include true and complete copies of (collectively, the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents, there is no:"Material Contracts"): (i) each Contract to which an Acquired Company Contract is a party that is currently in effect on a continual basis and involves performance of services or delivery of goods or materials by any of the one or more Acquired Companies of an amount or value in excess of $500,000150,000 per year; (ii) each Contract to which an Acquired Company Contract is a party that is currently in effect on a continual basis and involves performance of services or delivery of goods or materials to any of the one or more Acquired Companies of an amount or value in excess of $500,000150,000 per year; (iii) each Contract to which an Acquired Company Contract that is currently in effect on a continual basis and was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the one or more Acquired Companies of an amount or value in excess of $500,00075,000 per year; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract to which an Acquired Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract affecting party that affects the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property that is currently in effect on a continual basis (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00050,000 or with terms of less than one year); (viv) material each licensing agreement or other Contract to which an Acquired Company Contract with respect is a party that is currently in effect on a continual basis and relates to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual PropertyProperty Assets; (vi) except for any license implied by the sale of a product each collective bargaining agreement and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant other Contracts to which an Acquired Company uses Intellectual Property owned by is a third party; (vii) material Company Contract party that is currently in effect on a continual basis with any labor union or other employee representative of a group of employeesemployees entered into by any Acquired Company; (viiivii) Company each joint venture, partnership, and other Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company each Contract currently in effect on a continual basis containing covenants that in any way purport to restrict the business activity of any Acquired Company or limit the freedom any affiliate of an Acquired Company; (ix) each Contract to which an Acquired Company is a party that is currently in effect on a continual basis and provides for payments to or by any of the Acquired Companies to engage in any line of business Person based on sales, purchases, or to compete with any Person; andprofits, other than direct payments for goods; (x) each power of attorney that is currently effective and outstanding; (xi) each Contract to which an Acquired Company is a party that is currently in effect on a continual basis entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xii) each Contract to which an Acquired Company is a party that is currently in effect on a continual basis for capital expenditures in excess of $2,500,00050,000 per year; (xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; (xiv) each Contract to which an Acquired Company is a party that is currently in effect that contains a term of longer than one year and is not terminable by the Acquired Company party thereto without penalty on notice of six months or less; and (xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Other than the Management and Noncompetition Agreements applicable to each Seller, no Seller (and no Related Person of any Seller) has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract to which any Acquired Company has made available is a party that relates to Parent a copy of each Company Contract listed on Section 2.12(a) the business of, or any of the Company Disclosure Schedule assets owned or filed as an exhibit to the Company SEC Documentsused by, any Acquired Company. (c) Each To Sellers' Knowledge, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract set forth that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (i) engage in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit continue any conduct, activity, or practice relating to the business of any Acquired Company, or (ii) assign to any Acquired Company SEC Documents and material or to Company's business any other Person any rights to any invention, improvement, or discovery. (d) With respect to each Material Contract: (i) such Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, effect; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any each Acquired Company Contract by Company or, to Company's Knowledge any other party theretois, and at all times during the term thereof has been, in compliance in all material respects with the terms and requirements of such Material Contract; (iii) to Company's Sellers' Knowledge, none each other Person that has or had any obligation or liability under such Material Contract is, and at all times during the term thereof has been, in compliance in all material respects with all applicable terms and requirements of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company such Material Contract.; (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (iiiv) to Company's Sellers' Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give any Drilling Contract Acquired Company or Rig other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, such Material Contract, and ; and (iiiv) none of the no Acquired Companies Company has given to or received written from any other Person any notice or other communication (whether written or, to Sellers' Knowledge, oral) regarding any actual, alleged alleged, possible, or potential Contravention of any Drilling Contract violation or Rig breach of, or default under, such Material Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any material amounts paid or payable to any Acquired Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit under any Material Contract with any Person and, to the Company SEC Documents and material to Company's businessSellers’ Knowledge, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Material Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No Acquired Company has entered into any Contract that gives a party to such Contract, other than an Acquired Company, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify such Contract solely as a result of the termination or resignation of any director or officer of such Acquired Company. (h) Except as Fairly Disclosed in the Data Room Documents, neither the Company's execution and delivery of this Agreement and the Transaction Documents to which the Company is a party, nor the consummation of the Contemplated Transactions, will, directly or indirectly (with or without notice or lapse of time), contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify any Material Contract.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSCHEDULE 3.16(A) of the Company Disclosure Schedule or filed as an exhibit contains a complete and accurate list, and Sellers have delivered to the Company SEC DocumentsBuyer true and complete copies, there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value in excess of $500,00025,000; (ii) Company Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies of an amount or value in excess of $500,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of $500,00015,000; (iviii) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00030,000 or with terms of less than one year); (viiv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viiv) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivi) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Acquired Companies Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xi) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xxii) Company Contract for capital expenditures each amendment, supplement, and modification (whether oral or written) in excess respect of $2,500,000any of the foregoing. The Applicable Contracts designated by an asterisk on SCHEDULE 3.16(A) shall be considered "Material Contracts." (b) Company Except as set forth in SCHEDULE 3.16(B): (i) no Seller (and no Affiliate of any Seller other than the Company) has made available or may acquire any rights under, and no Seller has or may become subject to Parent a copy any obligation or liability under, any Contract that relates to the business of, or any of each Company Contract listed on Section 2.12(athe assets owned or used by, the Company; and (ii) no officer or director of the Company Disclosure Schedule and, to the Knowledge of Sellers, no agent, employee, consultant, or filed as an exhibit contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company SEC Documentsor to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit SCHEDULE 3.16(C), to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcyKnowledge of Sellers, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to each Contract identified or affecting creditors' rights or by general equity principles), except where failure required to be identified in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract.Schedule 3.16 (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract"a) is in full force and effect and is valid and enforceable in accordance with its terms and terms. (d) Except as set forth in SCHEDULE 3.16(D): (i) none the Company is in material compliance with all applicable terms and requirements of each material Contract under which the Acquired Companies nor, to Company's Knowledge, Company has or had any other party to a Drilling Contract obligation or Rig Contract has Contravened liability or by which the Company or any of the applicable terms of a Drilling Contract assets owned or Rig Contract, used by the Company is or was bound; (ii) to Company's Knowledgethe Knowledge of Sellers, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since January 1, 2000 has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give the Company or other Person the right to declare a default or exercise any Drilling Contract remedy under, or Rig to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract, and ; and (iiiiv) none of the Acquired Companies Company has not given to or received from any other Person, at any time since January 1, 2000, any written notice or other communication regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule material amounts paid or filed as an exhibit payable to the Company SEC Documents under current or completed Contracts with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Contracts relating to the provision of services by the Company have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.19(a) of the Company Disclosure Schedule or filed as an exhibit contains a complete and accurate list, if any, and Sellers have delivered to the Company SEC DocumentsBuyer true and complete copies, there is noif any, of: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Company of an amount or value in excess of $500,00010,000.00 (excluding the rental of Rental Equipment in the Ordinary Course of Business); (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Company of an amount or value in excess of $500,0005,000.00; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of $500,0005,000.00; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,0005,000.00 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) each power of attorney, if any, that is currently effective and outstanding; (xi) each Applicable Contract, if any, entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xii) each Applicable Contract for capital expenditures in excess of $2,500,0005,000.00; (xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.19(a) of the Disclosure Schedule sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.19(b) of the Disclosure Schedule: (i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of; or any of the assets owned or used by, the Company; and (ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company Disclosure Schedule is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or filed as an exhibit contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company SEC Documentsor to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.19(c) of the Company Disclosure Schedule, each Contract identified or required to be identified in Part 3.19 (a) of the Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms terms. (except d) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws set forth in Part 3.19(d) of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: the Disclosure Schedule: (i) none the Company is, and at all times since March 31, 1993 has been, in substantial compliance with all applicable terms and requirements of each Contract under which the Acquired Companies nor, to Company's Knowledge Company has or had any other party to a obligation or liability or by which the Company Contract has Contravened or any of the assets owned or used by the Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of a Company such Contract, ; (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, the Applicable Contract; and (iv) the Company Contract by Company or, has not given to Company's Knowledge or received from any other party theretoPerson, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received at any written time any notice or other communication alleging Contravention of any Company Contract. (dwhether oral or written) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule material amounts paid or filed as an exhibit payable to the Company SEC Documents under current or completed Contracts with any Person and, to the Knowledge of Sellers and material to the Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aSchedule 3.16(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents, there is no:contains a complete and accurate list of: ---------------- (iA) Company subject to (i)(B) below, each Applicable Contract that involves performance of services involved payment by one or delivery of goods or materials by any of the more Acquired Companies to any third party of an amount or value in excess of $500,000US$50,000 during the calendar year ended December 31, 2001 or that is reasonably expected to involve payment by the one or more Acquired Companies to any third party of more than US$50,000 during the calendar year ending December 31, 2002; (B) each employment contract entered into by one or more of the Acquired Companies that involves payment of more than US$50,000 to any person in any one calendar year; (ii) Company each Applicable Contract that involves performance of services involved payment to one or delivery of goods or materials to any of the more Acquired Companies by any third party of an amount or value in excess of $500,000US$50,000 during the calendar year ended December 31, 2001 or that is reasonably expected to involve payment to one or more Acquired Companies by any third party of more than US$50,000 during the calendar year ending December 31, 2002; (iii) Company Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure each lease, rental or receipt by any of the Acquired Companies of an amount or value in excess of $500,000; (iv) Company Contract that is a (A) mortgageoccupancy agreement, indenture, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,000)property; (viiv) material Company Contract each licensing agreement or other contract with respect to any of the Intellectual Property (Assets, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyintellectual property rights; (viiv) material Company each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viiivi) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company, with any other Person; (ixvii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or to limit the freedom of any of the Acquired Companies Company to engage in any line of business or to compete with any Person; (viii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the ordinary course of business for an amount in excess of US$50,000; (ix) each non-competition agreement, non-solicitation agreement and confidentiality agreement that runs to the benefit of any of the Acquired Companies with regard to the business of the Acquired Companies; (x) each Applicable Contract relating to indebtedness for an amount in excess of US$50,000; (xi) each Applicable Contract with any Governmental Authority; and (xxii) each Applicable Contract between or among any Acquired Company Contract for capital expenditures in excess and Seller or any Acquired Company and any Affiliate of $2,500,000any Acquired Company. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed Except as an exhibit to the Company SEC Documents. (c) Each Company Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles3.16(b), except where failure each contract identified ---------------- or required to be identified in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract"Schedule 3.16(a) is in full force and effect and is valid and enforceable effect. ---------------- (c) To Seller's knowledge, except as set forth in accordance with its terms and (i) none of the Acquired Companies norSchedule 3.16(c), to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, ---------------- no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly in Contravention of breach of, or give any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice Company or other communication regarding Person the right to declare a default or exercise any actualremedy under, alleged or potential Contravention of any Drilling Contract to accelerate the maturity or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations performance of, or to Company's Knowledgecancel, attempts to renegotiate terminate, or outstanding material rights to renegotiate modify any Company Contracts listed on Section 2.12(a) of the Company Disclosure contract identified in Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.3.16(a). ----------------

Contracts; No Defaults. (a) Except No Seller Contract that is in effect as set forth of the date of this Agreement or on Section 2.12(athe Closing Date and is described in clauses (i)-(xiv) of the Company following sentence contains obligations that, if performed by Sellers, would result in a Material Adverse Effect on the Canadian Seller or the US Seller. As of the date of this Agreement, Section 3.17(a) of the Seller Disclosure Schedule or filed Schedules contains, and as of the Closing Date Section 3.17(a) of the Seller Disclosure Schedules will contain, an exhibit accurate and complete (except for the Nabors Contract, which is separately the subject of Section 3.17(d)) list, and Sellers will have made available to the Company SEC DocumentsBuyer accurate and complete copies, there is noof: (i) Company each Seller Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Seller of an amount or value in excess of $500,00050,000 or has a remaining term of more than one (1) year; (ii) Company each Seller Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Seller of an amount or value in excess of $500,00025,000 or has a remaining term of more than one (1) year; (iii) Company each Seller Contract that was not entered into in the Ordinary Course ordinary course of either Business consistent with past practices and that (A) involves the expenditure expenditures or receipt by receipts of any of the Acquired Companies of an amount or value Seller in excess of $500,00025,000 or (B) has a remaining term of more than one (1) year, and is not subject to termination without penalty; (iv) Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company each Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00025,000 and with a term of less than one year); (v) each Seller Contract involving sales agency, sales representation, distributorship or franchise arrangements; (vi) material Company each Seller Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Propertyhowever named) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company Contract with any labor union or other employee representative of a group of employees; (viii) Company Contract other than Company Plans involving a sharing of profits, losses, costs or Liabilities liabilities by any of the Acquired Companies Seller with any other Person; (ixvii) Company each Seller Contract containing covenants that in restrict any way purport to restrict the Seller's business activity of Company or limit the freedom of any of the Acquired Companies such Seller to engage in any line of business or to compete with any Person; and; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods or services; (ix) each power of attorney of any Seller relating to either Business or the Assets that is currently effective and outstanding; (x) Company each Seller Contract for capital expenditures in excess of $2,500,00025,000; (xi) each Seller Contract not denominated in U.S. or Canadian dollars; (xii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by any Seller with respect to either Business other than in the ordinary course of such Business consistent with past practices; (xiii) each Bid that involves the performance of services or delivery of goods or materials by any Seller of an amount of value in excess of $50,000; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed Except as an exhibit to the Company SEC Documents. (c) Each Company Contract set forth in Section 2.12(a3.17(b) of the Company Seller Disclosure Schedule Schedules: (i) each Seller Contract or filed as an exhibit Bid identified or required to be identified in Section 3.17(a) of the Company SEC Documents and material Seller Disclosure Schedules or which is to Company's business be assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms terms; (ii) each Seller Contract or Bid identified or required to be identified in Section 3.17(a) of the Seller Disclosure Schedules or which is being assumed by Buyer under this Agreement is assignable by the applicable Seller to Buyer without the Consent of any other Person, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating disclosed in or pursuant to Section 3.2(c); and (iii) each Seller Contract or affecting creditors' rights Bid identified or by general equity principles), except where failure required to be identified in full force and effect Section 3.17(a) of the Seller Disclosure Schedules or failure which is being assumed by Buyer under this Agreement is expected to be valid and enforceable does not haveproduce a positive profit margin for Sellers, and is not reasonably likely to have, a Company Material Adverse Effect. unless otherwise indicated in Section 3.17(a) of the Seller Disclosure Schedules. (c) Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: as set forth in Section 3.17(c) of the Seller Disclosure Schedules: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the each Seller is in compliance with all applicable terms and requirements of a Company Contract, each Seller Contract which is being assumed by Buyer; (ii) no event Seller has occurred or circumstance exists that (with or without notice or lapse released any of time) would constitute or result directly or indirectly in Contravention of any Company its rights under a Seller Contract which is being assumed by Company or, to Company's Knowledge any other party thereto, and Buyer; (iii) to Company's Sellers' Knowledge, none each other Person that has or had any obligation or liability under any Seller Contract which is being assumed by Buyer is in compliance with all applicable terms and requirements of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company such Seller Contract.; (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (iiiv) to Company's Sellers' Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute would reasonably be expected to contravene, conflict with or result directly in a Breach of, or indirectly in Contravention give any Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (v) no event has occurred or circumstance exists under or by virtue of any Drilling Seller Contract that (with or Rig without notice or lapse of time) would cause the creation of any Encumbrance (other than a Permitted Encumbrance) affecting any of the Assets; and (vi) there is no Seller Contract listed in Section 3.17(a) of the Seller Disclosure Schedules to be assumed by Buyer on which Sellers are behind schedule with respect to the timely delivery of any products or services. (d) Section 3.17(d) of the Seller Disclosure Schedules sets forth, with respect to the Nabors Contract, a complete and accurate list of (i) all agreements, documents and instruments comprising the Nabors Contract (including without limitation all change orders issued or otherwise agreed to by Sellers), (ii) all products and services of each Business to be delivered or performed by Sellers under the Nabors Contract, (iii) the price for each of the 20 rigs delivered or to be delivered under the Nabors Contract (other than the optional, additional 40 rigs which are indicated in the "Purchase Order Detail" listed in Section 3.17(d) of the Seller Disclosure Schedules) (the "Specified Nabors Rigs"), (iv) the delivery date of each of the Specified Nabors Rigs delivered or to be delivered under the Nabors Contract, (v) all payments received from Nabors Corporate Services (or any Affiliate thereof) in respect of each of the Specified Nabors Rigs delivered or to be delivered under the Nabors Contract (including any customer deposits and prepayments), and (iiivi) none Sellers' actual or anticipated production costs with respect to each of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig ContractSpecified Nabors Rigs. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 2.9(a) of the Company Disclosure Schedule or filed as an exhibit Letter contains a complete and accurate list, and Quindeca and Short have delivered to Choice true and complete copies, of each of the Company SEC Documents, there is nofollowing that are currently in effect: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Quindeca of an amount or value in excess of $500,00010,000; (ii) Company each Applicable Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Quindeca of an amount or value in excess of $500,00010,000; (iii) Company each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt receipts by any of the Acquired Companies of an amount or value Quindeca in excess of $500,0005,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,0001,000 and with terms of less than one year); (viv) material Company each licensing agreement or other Applicable Contract with respect to Intellectual Property (patents, trademarks, copyrights, or other intellectual property, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third partyAssets; (viivi) material Company each employment agreement, collective bargaining agreement and other Applicable Contract to or with any employee, labor union or other employee representative of a group of employees; (viiivii) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Quindeca with any other Person; (ixviii) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of Company Quindeca or any Affiliate of Quindeca or limit the freedom of Quindeca or any Affiliate of the Acquired Companies Quindeca to engage in any line of business or to compete with any Person; and; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) Company each power of attorney that is currently effective and outstanding; (xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Quindeca to be responsible for consequential damages; (xii) each Applicable Contract for capital expenditures in excess of $2,500,0005,000; (xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Quindeca other than in the Ordinary Course of Business; and (xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Company No shareholder of Quindeca (and no Related Person of any shareholder) has made available or may acquire any rights under, and no shareholder has or may become subject to Parent a copy of each Company any obligation or liability under, any Contract listed on Section 2.12(a) that relates to the business of, or any of the Company Disclosure Schedule assets owned or filed as an exhibit to the Company SEC Documentsused by, Quindeca. (c) Each Company Contract set forth identified or required to be identified in Section 2.12(aPart 2.9(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business Letter is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contracteffect. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is Quindeca is, and at all times since January 1, 1994 has been, in full force and effect and is valid and enforceable compliance in accordance all material respects with its all applicable terms and (i) none requirements of the Acquired Companies nor, to Company's Knowledge, each Contract under which it has or had any other party to a Drilling Contract obligation or Rig Contract has Contravened liability or by which it or any of the assets owned or used by it is or was bound. Each other Person that has or had any obligation or liability under any Contract under which Quindeca has or had any rights is, and at all times since January 1, 1994 has been, in compliance in all material respects with all applicable terms and requirements of a Drilling Contract or Rig such Contract, (ii) to Company's Knowledge, no . No event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a material violation of, or indirectly in Contravention of breach of, or give Quindeca or any Drilling Contract other Person the right to declare a default or Rig exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract, and (iii) none of the Acquired Companies . Quindeca has not given to or received written from any other Person, at any time since January 1, 1994, any notice or other communication (whether oral or written) regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any Company material amounts paid or payable to Quindeca under current or completed Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Quindeca have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.20 (a) of the Company Disclosure Schedule or filed as contains an exhibit accurate and complete list, and Seller has delivered to the Company SEC DocumentsBuyer accurate and complete copies, there is noof: (i) Company each Seller Contract that involves future performance of services or delivery of goods or materials by any of the Acquired Companies Seller of an amount or value in excess of $500,00010,000; (ii) Company each Seller Contract that involves future performance of services or delivery of goods or materials to any of the Acquired Companies Seller of an amount or value in excess of $500,00010,000; (iii) Company each Seller Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure future expenditures or receipt by any receipts of the Acquired Companies of an amount or value Seller in excess of $500,00010,000; (iv) Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company each Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00010,000 and with a term of less than one year); (viv) material Company Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company each Seller Contract with any labor union or other employee representative of a group of employeesemployees relating to wages, hours and other conditions of employment; (viiivi) Company each Seller Contract other than Company Plans (however named) involving a sharing of profits, losses, costs or Liabilities liabilities by any of the Acquired Companies Seller with any other Person; (ixvii) Company each Seller Contract containing covenants that in any way purport to restrict the Seller's business activity of Company or limit the freedom of any of the Acquired Companies Seller to engage in any line of business or to compete with any Person; and; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) Company each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of $2,500,00025,000; (xii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xiii) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed Except as an exhibit to the Company SEC Documents. (c) Each Company Contract set forth in Section 2.12(aPart 3.20(b): (i) of the Company Disclosure Schedule each Contract identified or filed as an exhibit required to the Company SEC Documents be identified in Part 3.20 (a) and material which is to Company's business be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms terms; (except as enforceability may ii) each Contract identified or required to be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer identified in Part 3.20(a) and similar Laws of general applicability relating which is being assigned to or affecting creditors' rights or assumed by general equity principles), except where failure Buyer is assignable by Seller to be Buyer without the consent of any other Person; and (c) Except as set forth in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: Part 3.20(c): (i) none of the Acquired Companies norSeller is, to Company's Knowledge any other party to a Company Contract and at all times since its inception, has Contravened any of the been, in compliance with all applicable terms and requirements of a Company each Seller Contract which is being assumed by Buyer; (ii) To Seller's knowledge, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times during the term of such Seller Contract, has been, in full compliance with all applicable terms and requirements of such Contract; (iiiii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute may contravene, conflict with or result directly in a Breach of, or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice give Seller or other communication alleging Contravention of Person the right to declare a default or exercise any Company Contract.remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (div) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention would cause the creation of any Drilling Contract or Rig Contract, and (iii) none Encumbrance affecting any of the Acquired Companies Assets; and (v) Seller has not given to or received written from any other Person, at any time since its inception, any notice or other communication (whether oral or written) regarding any actual, alleged alleged, possible or potential Contravention of violation or Breach of, or default under, any Drilling Contract which is being assigned to or Rig Contractassumed by Buyer. (ed) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company material amounts paid or payable to Seller under current or completed Contracts listed on Section 2.12(a) of with any Person having the Company Disclosure Schedule contractual or filed as an exhibit statutory right to the Company SEC Documents demand or require such renegotiation and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (e) Each Contract relating to the sale, design, manufacture or provision of products or services by Seller has been madeentered into in the Ordinary Course of Business of Seller and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. 3.16.1 Part 3.16 of the Disclosure Schedule sets forth a complete and accurate list and RTI has delivered to IPI true and complete copies, of all of the contracts of RTI described below and currently in effect: (a) Except as set forth on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents, there is no: (i) Company Contract any contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies RTI of an aggregate amount or value in excess of $500,00015,000 per annum; (iib) Company Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies of an amount or value in excess of $500,000; (iii) Company Contract contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value RTI in excess of $500,00015,000 per annum; (ivc) Company Contract that is a (A) mortgageany contract related to any lease, indenturerental or occupancy agreement, notelicense, installment obligation or and conditional sale agreement, and other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,00015,000 per annum and with terms of less than one year); (vid) material Company Contract any contract with respect to RTI's Intellectual Property (Assets, including Contracts agreements with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses RTI's Intellectual Property owned by a third partyAssets; (viie) material Company Contract any contract with respect to any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (viiif) Company Contract any joint venture, partnership, and other than Company Plans contract (however named) involving a RTI sharing of any profits, losses, costs costs, or Liabilities by any of the Acquired Companies liabilities with any other Person; (ixg) Company Contract any contract containing covenants that in any way purport to restrict the business activity of Company RTI or limit the freedom of any of the Acquired Companies RTI to engage in any line of business or to compete with any Person; andPerson in any geographical area; (xh) Company Contract any contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (i) any power of attorney that is currently effective and outstanding; (j) any contract for capital expenditures in excess of $2,500,00015,000 per annum; (k) any contract involving financing or borrowing of money, or evidencing indebtedness, any liability for borrowed money, any obligation for the deferred purchase price of any property in excess of $15,000 per annum, other than in the Ordinary Course of Business; (l) any contract with any Governmental Body; (m) any contract with or between the Shareholders; (n) any written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by RTI other than in the Ordinary Course of Business; (o) any amendment, supplement, and modification in writing with respect of any of the foregoing; excluding end-user licenses and reseller agreements, the forms of which shall be provided by RTI to IPI (each contract set forth in Part 3.16 of the Disclosure Schedule, an "Applicable Contract" and collectively, the "Applicable Contracts"). Part 3.16 also includes a reasonably complete description of the Applicable Contracts, including the identities of the parties to each Applicable Contract, RTI's remaining commitment under each Applicable Contract and RTI's office where details concerning each Applicable Contract are located. 3.16.2 Except as set forth in Part 3.16 of the Disclosure Schedule: (a) neither Shareholder (nor any related Person of either Shareholder) has or may acquire any rights under, and neither Shareholder has or may become subject to any obligation or liability under, any contract that relates to the business of, or any of the assets owned or used by, RTI; (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents.Knowledge of RTI and the Shareholders, no officer, director, agent, employee, consultant, or contractor of RTI is bound by any contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of RTI, or (B) assign to RTI or to any other Person any rights to any invention, improvement, or discovery; (c) Each Company each Applicable Contract set forth in Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms terms, except (except i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and similar Laws other laws of general applicability relating to or application affecting enforcement of creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not havegenerally, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or circumstance exists that (with or without notice or lapse as limited by laws relating to the availability of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company orspecific performance, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice injunctive relief or other communication alleging Contravention of any Company Contract.equitable remedies; (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") RTI is in full force and effect and is valid and enforceable in accordance material compliance with its all applicable terms and (i) none requirements of the Acquired Companies nor, to Company's Knowledge, each Applicable Contract under which such RTI has or had any other party to a Drilling Contract obligation or Rig Contract has Contravened liability or by which RTI or any of the assets owned or used by RTI is or was bound; (e) to the Knowledge of RTI and the Shareholders, each other Person that has or had any obligation or liability under any Applicable Contract under which an RTI has or had any rights is in material compliance with all applicable terms and requirements of a Drilling Contract or Rig Contract, such contract; (iif) to Company's Knowledgethe Knowledge of RTI and the Shareholders, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with, or result directly in a violation or indirectly in Contravention breach of, or give RTI or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; (g) to the Knowledge of any Drilling Contract or Rig ContractRTI and the Shareholders, and (iii) none of the Acquired Companies RTI has not given to or received from any other Person at any time, any written notice or other communication regarding any actual, alleged alleged, possible, or potential Contravention of violation or breach of, or default under, any Drilling Contract or Rig Applicable Contract. (eh) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate renegotiate, or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule material amounts paid or filed as an exhibit payable to the Company SEC Documents RTI under any Applicable Contract with any Person and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation; and (i) all contracts relating to the sale, design, manufacture, or provision of products or services by RTI have been madeentered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.16(a) of the Company Disclosure Schedule Letter contains a complete and accurate list, and Stockholders have made available to Buyer true and complete copies (or filed as an exhibit to written summaries in the Company SEC Documentscase of oral arrangements), there is noof: (i) Company each Applicable Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies of Company for an amount or having a value in excess of $500,00020,000; (ii) Company each Applicable Contract that involves performance of services for, or delivery of goods or materials to any of the Acquired Companies of Company for an amount or having a value in excess of $500,00020,000; (iii) Company each Applicable Contract that was not entered into in the Company's Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Company in excess of $500,0005,000; (iv) Company Contract that is a (A) mortgageeach lease, indenturerental or occupancy agreement, notelicense, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract and conditional sale agreement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,0005,000 and with terms of less than one year); (v) each licensing agreement, sales agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property (other than licensing agreements normally accompanying non-material software programs such as WordPerfect(TM) and Quicken(TM)); (vi) material Company each currently effective Applicable Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetualProperty Assets; COURIER/BOOK-MART PRESS, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party;INC. STOCK PURCHASE AGREEMENT (vii) material Company each collective bargaining Applicable Contract and each other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viii) Company each joint venture, partnership, and other Applicable Contract other than Company Plans (however named) involving a sharing of profits, losses, costs costs, or Liabilities liabilities by any of the Acquired Companies Company with any other Person; (ix) Company each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or, to the Actual Knowledge of Stockholders, any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Acquired Companies Company to engage in any line of business or to compete with any Person; and; (x) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (xi) each power of attorney that is currently effective and outstanding; (xii) each Applicable Contract entered into other than in the Company's Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for special, consequential or indirect damages which may exceed $5,000; (xiii) each Applicable Contract for capital expenditures in excess of $2,500,00020,000; (xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Company's Ordinary Course of Business; and (xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (a) of the Disclosure Letter sets forth the subject matter of such Contracts, the parties to such Contracts, and (if ascertainable) the amount of the remaining commitment of the Company under such Contracts. (b) Company has made available to Parent a copy of each Company Contract listed on Section 2.12(aExcept as set forth in Part 3.16(b) of the Disclosure Letter: COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT (i) no Stockholder (and no Related Person of any Stockholder) has or may acquire any rights under, and no Stockholder has or may become subject to any obligation or liability under, any Applicable Contract; and (ii) to the Actual Knowledge of Stockholders, no officer, director, agent, employee, consultant, or contractor of the Company Disclosure Schedule is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or filed as an exhibit contractor to (A) compete with the Company or otherwise engage in or continue any conduct, activity, or practice directly relating to such Person's involvement with the business of the Company, or (B) assign to the Company SEC Documentsor to any other Person any rights to any invention, improvement, or discovery. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.16(c) of the Company Disclosure Schedule or filed as an exhibit Letter, each Contract identified or, to the Company SEC Documents and material Actual Knowledge of Stockholders, required to Company's business be identified in Part 3.16(a) or 3.16(b) of the Disclosure Letter is in full force and effect and and, to the Actual Knowledge of Stockholders, there is no basis for believing that each such Contract is not valid and enforceable in all material respects in accordance with its terms (except as enforceability it being acknowledged by Buyer that any relief seeking specific performance or other equitable remedy may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of within the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms discretion of a Company Contract, (ii) no event has occurred or circumstance exists that (court having jurisdiction with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party respect thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract). (d) Each Drilling Contract or each Company Contract that provides for Except as set forth in Part 3.16(d) of the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and Disclosure Letter: (i) none the Company is, and at all times since October 1, 1995, has been, in compliance in all material respects with all applicable terms and requirements of the Acquired Companies noreach Contract identified or, to Company's Knowledgethe Actual Knowledge of Stockholders, any other party required to a Drilling Contract be identified in Part 3.16(a) or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.3.16

Contracts; No Defaults. (a) Except as set forth on Section 2.12(aPart 3.20(a) of the Company Disclosure Schedule or filed as contains an exhibit accurate and complete list, and Seller has delivered to the Company SEC DocumentsFindWhat and Buyer accurate and complete copies, there is noof: (i) Company each Seller Contract that involves performance of services or delivery of goods or materials by any of the Acquired Companies Seller of an amount or value in excess of $500,0005,000; (ii) Company each Seller Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies Seller of an amount or value in excess of $500,0005,000; (iii) Company each Seller Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure expenditures or receipt by any receipts of the Acquired Companies of an amount or value Seller in excess of $500,0005,000; (iv) Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company each Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,0005,000 and with a term of less than one year); (viv) material Company Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company each Seller Contract with any labor union or other employee representative of a group of employeesemployees relating to wages, hours and other conditions of employment; (viiivi) Company each Seller Contract other than Company Plans (however named) involving a sharing of profits, losses, costs or Liabilities liabilities by any of the Acquired Companies Seller with any other Person; (ixvii) Company each Seller Contract containing covenants that in any way purport to restrict the Seller's business activity of Company or limit the freedom of any of the Acquired Companies Seller to engage in any line of business or to compete with any Person; and; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) Company each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of $2,500,0005,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Part 3.20(a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of Seller under the Contracts and the location of Seller's office where details relating to the Contracts are located. (b) Company Except as set forth in Part 3.20(b), no Shareholder has made available or may acquire any rights under, and no Shareholder has or may become subject to Parent a copy any obligation or liability under, any Contract that relates to the business of each Company Contract listed on Section 2.12(a) Seller or any of the Company Disclosure Schedule or filed as an exhibit to the Company SEC DocumentsAssets. (c) Each Company Contract Except as set forth in Section 2.12(aPart 3.20(c): (i) of the Company Disclosure Schedule each Contract identified or filed as an exhibit required to the Company SEC Documents be identified in Part 3.20 (a) and material which is to Company's business be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, terms; (ii) no event has occurred each Contract identified or circumstance exists that (with required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without notice or lapse of time) would constitute or result directly or indirectly in Contravention the consent of any Company Contract by Company or, to Company's Knowledge any other party thereto, and Person; and (iii) to Company's Knowledgethe Knowledge of Seller, none no Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a material adverse affect on the business, assets or condition of Seller or the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contractbusiness to be conducted by Buyer with the Assets. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is Except as set forth in full force and effect and is valid and enforceable in accordance with its terms and Part 3.20(d): (i) none of the Acquired Companies norSeller is, to Company's Knowledgeand at all times since December 31, any other party to a Drilling Contract or Rig Contract 2003 has Contravened any of the been, in compliance in all material respects with all applicable terms and requirements of a Drilling each Seller Contract or Rig Contract, which is being assumed by Buyer; (ii) each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to CompanyBuyer is, and at all times since December 31, 2003 has been, in compliance in all material respects with all applicable terms and requirements of such Contract; (iii) to Seller's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute contravene, conflict with or result directly in a Breach of, or indirectly in Contravention give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to Seller's knowledge no event has occurred or circumstance exists under or by virtue of any Drilling Contract that (with or Rig Contract, and (iiiwithout notice or lapse of time) none would cause the creation of any Encumbrance affecting any of the Acquired Companies Assets; and (v) Seller has not given to or received written from any other Person, at any time since December 31, 2003, any notice or other communication (whether oral or written) regarding any actual, alleged alleged, possible or potential Contravention of violation or Breach of, or default under, any Drilling Contract which is being assigned to or Rig Contractassumed by Buyer. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently There are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company material amounts paid or payable to Seller under current or completed Contracts listed on Section 2.12(a) of with any Person having the Company Disclosure Schedule contractual or filed as an exhibit statutory right to the Company SEC Documents demand or require such renegotiation and material to Company's business, nor no such Person has any made written demand for renegotiation such renegotiation. (f) Each Contract relating to the sale, design, manufacture or provision of products or services by Seller has been madeentered into in the Ordinary Course of Business of Seller and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.