ASSET CONTRIBUTION AND SHARE SUBSCRIPTION AGREEMENT by and among GLOBAL ENERGY SERVICES OPERATING, LLC, a Delaware limited liability company, INDEPENDENCE CONTRACT DRILLING LLC, a Delaware limited liability company, and INDEPENDENCE CONTRACT DRILLING,...

ASSET CONTRIBUTION AND SHARE SUBSCRIPTION AGREEMENT by and among GLOBAL ENERGY SERVICES OPERATING, LLC, a Delaware limited liability company, INDEPENDENCE CONTRACT DRILLING LLC, a Delaware limited liability company, and INDEPENDENCE CONTRACT DRILLING,...

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EXHIBIT 10.1

ASSET CONTRIBUTION AND

SHARE SUBSCRIPTION AGREEMENT

by and among

GLOBAL ENERGY SERVICES OPERATING, LLC,

a Delaware limited liability company,

INDEPENDENCE CONTRACT DRILLING LLC,

a Delaware limited liability company,

and

INDEPENDENCE CONTRACT DRILLING, INC.,

a Delaware corporation

November 23, 2011

Table of Contents


1. DEFINITIONS		1
1.1	Definitions	1
1.2	Interpretation	4

2. CONTRIBUTION AND ASSIGNMENT; ISSUANCE OF SHARES		5
2.1	Contribution and Assignment by GES	5
2.2.	Contribution and Assignment by RAC	6
2.3	Obligations Being Assumed; Liabilities Not Being Assumed	6
2.4	Excluded Assets	7
2.5	Issuance of Shares	8
2.6	Further Assurances	8

3. CLOSING AND CLOSING DATE DELIVERABLES		8
3.1	Closing	8
3.2	Closing Deliveries by GES	9
3.3	Closing Deliveries by RAC	10
3.4	Closing Deliveries by the Company	11
3.5	Cooperation	11

4. REPRESENTATIONS AND WARRANTIES OF GES		12
4.1	Title to and Adequacy of GES Contributed Assets	12
4.2	No Prior Assignment	12
4.3	Organization; Good Standing; Qualification and Power	12
4.4	Authorization	12
4.5	Consents	13
4.6	Compliance with Other Instruments	13
4.7	Compliance with Laws; Permits	13
4.8	Real Estate	14
4.9	Environmental Matters	15
4.10	Rig Contract	17
4.11	Tax Matters	17
4.12	Intellectual Property	18
4.13	Litigation	19
4.14	Insurance	20
4.15	Financial Statements	20
4.16	Brokers	20
4.17	Investment Representations	20
4.18	Corrupt Practices	22
4.19	Assigned Contracts	22
4.20	Employment and Labor Matters	23
4.21	Employee Benefit Plans	24
4.22	Transactions with Affiliates	26
4.23	Updated Disclosure Schedules at Closing	26


5. REPRESENTATIONS AND WARRANTIES OF RAC		26
5.1	Title to and Adequacy of RAC Contributed Assets	26
5.2	No Prior Assignment	26
5.3	Organization; Good Standing; Qualification and Power	26
5.4	Authorization	27
5.5	Compliance with Laws	27
5.6	Rig Contract	27
5.7	Brokers	27
5.8	Tax Matters	27
5.9	Investment Representations	28

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY		30
6.1	Organization; Good Standing; Qualification	30
6.2	Capitalization and Voting Rights	30
6.3	Authorization	31
6.4	Valid Issuance of Shares	31
6.5	Intentionally Deleted	31
6.6	Consents	31
6.7	Intentionally Deleted	32
6.8	Transactions with Affiliates	32
6.9	Registration Rights	32
6.10	Disclosure	32
6.11	Brokers	32
6.12	Tax Matters	32
6.13	Updated Disclosure Schedules at Closing	33

7. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION		33
7.1	Survival of Representations Made by Each Contributor	33
7.2	Agreement to Indemnify by GES	34
7.3	Agreement to Indemnify by RAC	35
7.4	Per Share Fair Market Value	35
7.5	Conditions of Indemnification by Each Contributor	37
7.6	Survival of Representations by the Company	37
7.7	Agreement to Indemnify by the Company	38
7.8	Conditions of Indemnification by the Company	38

8. EMPLOYEES AND CONTRACTORS		39
8.1	Employees to be Hired by the Company	39
8.2	Contractors to be Engaged by the Company	40
8.3	Workers’ Compensation; Medical Claims and Other Benefits	40

9. COVENANTS		41
9.1	Government Filings	41
9.2	Maintenance of Business and Notice of Changes	41
9.3	Pending Closing	42
9.4	Insurance	43


9.5	Title and Survey	43
9.6	Offering Materials	44
9.7	Commercially Reasonable Efforts to Close	45
9.8	Confidentiality of Materials	45
9.9	Non-Solicitation	46
9.10	Tax Matters	48
9.11	Financial Statements	50
9.12	Post-Closing Access to Books and Records	51
9.14	Title to Contributed Assets	51

10. CONDITIONS TO CLOSING APPLICABLE TO THE COMPANY		52
10.1	Rule 144A Offering	52
10.2	No Termination	52
10.3	Bring-Down of Contributor Warranties, Representations and Covenants	52
10.4	No GES Material Adverse Effect or RAC Material Adverse Effect	52
10.5	Pending Actions	52
10.6	Required Governmental Approvals	52
10.7	Title to Contributed Assets	53
10.8	All Necessary Documents	53

11. CONDITIONS TO CLOSING APPLICABLE TO THE CONTRIBUTORS		53
11.1	Rule 144A Offering	53
11.2	No Termination	53
11.3	Bring-Down of Company Warranties, Representations and Covenants	53
11.4	No Company Material Adverse Change	54
11.5	Pending Actions	54
11.6	Required Governmental Approvals	54
11.7	All Necessary Documents	54

12. TERMINATION		54
12.1	Termination	54

13. GENERAL PROVISIONS		55
13.1	Cost and Expenses	55
13.2	Knowledge	55
13.3	Entire Agreement	55
13.4	Counterparts	56
13.5	Assignment, Successors and Assigns	56
13.6	Severability	56
13.7	Headings	56
13.8	Risk of Loss	56
13.9	Governing Law	56
13.10	Press Releases and Public Announcements	56
13.11	U.S. Dollars	56
13.12	Notices, Etc.	56
13.13	Submission to Jurisdiction; Venue	57

iii

Exhibits

“A” – Rig Contract(s)

“B” – Form of Xxxx of Sale, Assignment and Assumption Agreement

“C” – Form of GES Contract Assignment

“D” – Form of Deed

“E” – Form of Transition Services Agreement

“F” – Form of Registration Rights Agreement

“G” – Form of RAC Contract Assignment

“H” – Definitive Amounts of the RAC Threshold and RAC Cap

“I” – Definitive Amounts of the Company Threshold and Company Cap

Annexes

“A” – GES Disclosure Schedules

“B” – Company Disclosure Schedules

ASSET CONTRIBUTION AND SHARE SUBSCRIPTION AGREEMENT

This Asset Contribution and Share Subscription Agreement (this “Agreement”) is made as of November 23, 2011 (the “Effective Date”), by and among GLOBAL ENERGY SERVICES OPERATING, LLC, a Delaware limited liability company (“GES”), INDEPENDENCE CONTRACT DRILLING LLC, a Delaware limited liability company (“RAC”, and together with GES, each, a “Contributor” and collectively, the “Contributors”), and INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (the “Company”).

R E C I T A L S

WHEREAS, GES owns assets related to the design, manufacture and service of mobile land drilling rigs, components and related operations (the “Business”); and

WHEREAS, RAC owns assets consisting of cash and rights under the Rig Contract (as defined herein); and

WHEREAS, subject to the terms of this Agreement, (i) GES desires to contribute certain assets and certain liabilities related to the Business to the Company in exchange for a number of shares of common stock of the Company (the “GES Shares”), equal to (a) the Aggregate Value of the GES Contributed Assets (as defined herein) divided by (b) the per share price set forth in the Rule 144A Offering (as defined herein) (the “GES Contribution”), and (ii) RAC desires to contribute cash and the rights under the Rig Contract to the Company in exchange for a number of shares of common stock of the Company (the “RAC Shares”, and together with the GES Shares, the “Shares”) equal to (i) the Aggregate Value of the RAC Contributed Assets (as defined herein) divided by (ii) the lesser of (A) $17.00 per share of common stock of the Company or (B) the amount that is 85% of the per share price set forth in the Rule 144A Offering (the “RAC Contribution”); and

WHEREAS, for U.S. federal income Tax purposes (and state, local and foreign Tax (as defined herein) purposes where applicable), GES, RAC, and the Company intend for the GES Contribution, the RAC Contribution, and the Rule 144A Offering to be treated as a single interrelated transaction that qualifies as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).

AGREEMENT

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS.

1.1 Definitions. For purposes of this Agreement, the following terms have the meanings specified in the indicated Section of this Agreement:


Defined Term		Section
401(k) Plan		4.21(a)(iii)
Affiliate(s)		4.22; 6.8
Aggregate Value of the GES Contributed Assets		2.1(g)
Aggregate Value of the RAC Contributed Assets		2.2
Agreement		Preamble
Assigned Contracts		4.19(a)
Benefit Plan(s)		4.21(h)
Xxxx of Sale, Assignment and Assumption Agreement		3.2(a)
Business		Recitals
Business Day		3.1
Carve-Out Financial Statements		9.11
Closing		3.1
Closing Date		3.1
COBRA		8.1(b)
Code		Recitals
Company		Preamble
Company Cap		7.7(a)
Company Disclosure Schedules		6
Company Group		7.2
Company Material Adverse Effect		6.1
Company Offering Materials		9.6(a)
Company Permits		6.7
Company Threshold		7.7(a)
Contributed Assets		2.2
Contributor(s)		Recitals
Damages		7.2(a)
Deed		3.2(c)
Effective Date		Preamble
Effective Time		3.1
Environmental Law(s)		4.9(a)(i)
Environmental Permits		4.9(a)(ii)
ERISA		4.21(h)
ERISA Affiliate		4.21(h)
Estimated Property Taxes		9.10(c)
FCPA		4.18
Fundamental Company Representations		7.6(b)
Fundamental GES Representations		7.1(b)
Fundamental RAC Representations		7.1(b)
GAAP		9.11
GES		Preamble


Defined Term		Section
GES Assumed Liabilities		2.3(a)(i)
GES Cap		7.2(a)
GES Company(ies)		9.9(a)
GES Contract Assignment		3.2(b)
GES Contributed Assets		2.1
GES Contribution		Recitals
GES Disclosure Schedules		4
GES Excluded Assets		2.4
GES FF&E		2.1(a)
GES Group		7.7(a)
GES Intellectual Property		4.12(a)
GES Parent		3.2(h)
GES Material Adverse Effect		4.3
GES Permits		2.1(f)
GES Retained Liabilities		2.3(a)(ii)
GES Shares		Recitals
GES Threshold		7.2(a)
GES Transfer Taxes		9.10(a)
Governmental Authority(ies)		4.5
Hazardous Materials		4.9(a)(iii)
Improvements		2.1(e)
Information		9.8(a)
Intellectual Property		4.12(a)
IRS		4.21(a)(iii)
Knowledge		13.2
Land		2.1(e)
Law(s)		4.4
Lien(s)		4.6
Multiemployer Plan		4.21(h)
Non-Disclosure Agreement		9.8(c)
Original Survey		9.5(b)
Outside Closing Date		3.1
Per Share Fair Market Value		7.4
Permitted Exceptions		9.5(a)
Permitted Lien(s)		4.6
Person(s)		4.5
Property Taxes		9.10(g)(i)
RAC		Preamble
RAC Assumed Liabilities		2.3(b)(i)
RAC Cap		7.3
RAC Cash Contribution		2.2
RAC Contract Assignment		3.3(b)
RAC Contributed Assets		2.2


Defined Term		Section
RAC Contribution		Recitals
RAC Group		7.7(a)
RAC Material Adverse Effect		5.3
RAC Offering Materials		9.6(b)
RAC Retained Liabilities		2.3(b)(ii)
RAC Shares		Recitals
RAC Threshold		7.3
RAC Transfer Taxes		9.10(b)
Real Estate		2.1(e)
Registration Rights Agreement		3.2(e)
Reg D		4.17(b)
Remaining Deposit		2.1(c)
Restricted Period		9.9(a)
Restrictive Covenants		9.9(e)
Rig Contract		2.1(b)
Rule 144A Offering		6.2(a)
Securities Act		4.17(b)
Shares		Recitals
Straddle Period		9.10(g)(ii)
SWOP		2.4
Surveys		9.5(b)
Tax Returns		9.10(g)(iv)
Tax(es)		9.10(g)(iii)
Term Loan		2.1(g)
Term Loan Liabilities		2.1(g)
Title Commitment		9.5(a)
Title Company		9.5(a)
Title Policy		9.5(a)
Transfer Taxes		9.10(g)(v)
Transferred Contractors		4.20(b)
Transferred Employees		4.20(a)
Treasury Regulations		9.10(g)(vi)
Updated Survey		9.5(b)
WSS		2.4

1.2 Interpretation. Unless the context of this Agreement otherwise requires, (a) words of any gender shall be deemed to include each other gender, (b) words using the singular or plural number shall also include the plural or singular number, respectively, (c) references to “hereof”, “herein”, “hereby” and similar terms shall refer to this entire Agreement, (d) all references in this Agreement to Sections, Annexes and Exhibits shall mean and refer to

Sections, Annexes and Exhibits of this Agreement, (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations, and (f) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Authority, Persons succeeding to the relevant functions of such Person).

2. CONTRIBUTION AND ASSIGNMENT; ISSUANCE OF SHARES.

2.1 Contribution and Assignment by GES. Upon the terms and subject to the conditions of this Agreement, at the Closing on the Closing Date (as such terms are defined herein), GES shall contribute, assign, transfer, convey, grant and set over to the Company, and the Company shall acquire, free and clear of any Liens other than Permitted Liens (as defined herein), all of GES’s right, title and interest in and to the assets of GES related to the Business, other than the GES Excluded Assets (collectively referred to herein as the “GES Contributed Assets”), including, without limitation, the following:

(a) All of GES’s right, title and interest in and to the furniture, fixtures, equipment and other tangible personal property owned or leased by GES set forth in Section 2.1(a) of the GES Disclosure Schedules (the “GES FF&E”).

(b) All of GES’s right, title, and interest in and to those certain Drilling Rig Contracts dated on even date herewith by and between GES and RAC (collectively, the “Rig Contract”), copies of which are attached hereto as Exhibit A, including, without limitation, any and all amendments, supplements and modifications thereto, and replacements thereof, and all purchase orders, works-in-process, records, data, inventory, vendor contracts and equipment purchased (including any inventory or equipment for which GES has made a down payment), created or used by GES in connection with the Business and GES’s obligations under the Rig Contract, as set forth in Section 2.1(b) of the GES Disclosure Schedules.

(c) All cash paid to GES under the Rig Contract or any Assigned Contract that has not been spent by GES on its obligations under the Rig Contract or such Assigned Contract or accrued by GES for outstanding obligations under the Rig Contract or such Assigned Contract as of the Closing Date (the “Remaining Deposit”). Prior to the Closing, GES shall provide to the Company for its approval a reconciliation statement that shows all amounts spent or accrued by GES for obligations under the Rig Contract and the Assigned Contracts, including any and all reasonable supporting documentation requested by the Company.

(d) All of GES’s rights, title and interest in and to the GES Intellectual Property.

(e) All of that certain tract of real property located in Xxxxxx County, Texas, as further described on Section 2.1(e) of the GES Disclosure Schedules (the “Land”), including, without limitation, all buildings, structures, improvements, construction-in-progress and fixtures (collectively the “Improvements”) of every kind and nature now or hereafter located on the Land or forming a part thereof (the Land and the Improvements are hereinafter collectively referred to as the “Real Estate”), together with: (i) all options related to the Real Estate or other rights thereunder; (ii) all right, title and interest of GES in and to any land in any

adjacent streets, alleys, easements and rights-of-way related to the Real Estate; (iii) all rights, tenements, hereditaments, easements, privileges and appurtenances belonging to the Real Estate or any portion thereof, including without limitation, all titles, estates, interests, licenses, agreements, air rights, water and canal rights, mineral rights, and all other rights at any time acquired by GES in and to any of the foregoing; and (iv) all right, title and interest of GES in and to all leases, subleases, licenses, tenancies, agreements, contracts or grants of right made by GES or at any time granted or acquired by GES with respect to the Real Estate or any portion thereof.

(f) All of GES’s licenses and permits required to operate the Business, as set forth on Section 2.1(f) of the GES Disclosure Schedules (collectively, the “GES Permits”), to the extent such GES Permits are assignable.

(g) For the purposes of this Agreement, the “Aggregate Value of the GES Contributed Assets” shall be Thirty Six Million and No/100 Dollars ($36,000,000.00), less the Term Loan Liabilities being assumed by the Company. “Term Loan Liabilities” means the outstanding principal amount of the indebtedness, together with the accrued but unpaid interest thereon and any accrued but unpaid fees, penalties, charges, expenses and other amounts, related to the Term Loan as of the Closing Date. “Term Loan” means the term loan facility provided to GES by Iberiabank pursuant to that certain Loan Agreement dated May 9, 2011.

2.2 Contribution and Assignment by RAC. Upon the terms and subject to the conditions of this Agreement, at the Closing on the Closing Date, RAC shall contribute an amount in cash equal to all cash invested in RAC by its members, less any transaction costs, if any, general and administrative expenses, if any, and any amounts previously paid to GES pursuant to the Rig Contract (the “RAC Cash Contribution”), to the Company and shall contribute, assign, transfer, convey, grant and set over to the Company, and the Company shall acquire, free and clear of any Liens (as defined in Section 4.6), all of RAC’s right, title and interest in and to the Rig Contract (such right, title and interest, together with the RAC Cash Contribution, shall be collectively referred to herein as the “RAC Contributed Assets”, and together with the GES Contributed Assets, the “Contributed Assets”). Notwithstanding the foregoing, for the purposes of this Agreement, the “Aggregate Value of the RAC Contributed Assets” shall be equal to all cash contributions made to RAC by its members as of the Closing Date, plus Two Million and No/100 Dollars ($2,000,000.00).

2.3 Obligations Being Assumed; Liabilities Not Being Assumed.

(a) GES Liabilities.

(i) As of the Closing Date, the Company shall assume, perform or otherwise discharge when due, at its sole expense, and without liability, cost, loss or expense of GES, those certain liabilities of GES set forth in Section 2.3(a) of the GES Disclosure Schedules (collectively, the “GES Assumed Liabilities”). For clarification, the GES Assumed Liabilities shall not, except as specifically set forth in Section 9.10(c) with respect to Property Taxes, include any liability for any Tax (including any liability for any Taxes of (i) GES, (ii) the GES Parent, or (iii) resulting from, relating to, or arising in connection with the use, ownership or operation of the GES Contributed Assets on or prior to the Closing Date or transfer of the GES Contributed Assets hereunder). GES represents and warrants that it is not in default of any of the GES Assumed Liabilities, and GES agrees that the Company shall not be obligated to assume, and the Company shall not have any liability for or in connection with, any GES Assumed Liability that is in default as of the Effective Date.

(ii) GES agrees that the Company shall not be obligated to assume, perform or otherwise discharge, and that the Company is not assuming or performing, and that GES shall be solely responsible for performing and satisfying, or otherwise discharging, at its sole expense, and without liability, cost, loss or expense of the Company, all liabilities and obligations of GES, other than the GES Assumed Liabilities (collectively, the “GES Retained Liabilities”).

(b) RAC Liabilities.

(i) As of the Closing Date, the Company shall assume, perform or otherwise discharge when due, at its sole expense, and without liability, cost, loss or expense of RAC, all liabilities and obligations of RAC related to the RAC Contributed Assets (collectively, the “RAC Assumed Liabilities”). For clarification, the RAC Assumed Liabilities shall not, except as specifically set forth in Section 9.10(b) with respect to RAC Transfer Taxes and Section 9.10(d) with respect to Property Taxes, include any liability for any Tax (including any liability for any Taxes of (i) RAC, or (ii) resulting from, relating to, or arising in connection with the use, ownership or operation of the RAC Contributed Assets on or prior to the Closing Date or transfer of the RAC Contributed Assets hereunder). RAC represents and warrants that it is not in default of any of the RAC Assumed Liabilities, and RAC agrees that the Company shall not be obligated to assume, and the Company shall not have any liability for or in connection with, any RAC Assumed Liability that is in default as of the Effective Date.

(ii) RAC agrees that the Company shall not be obligated to assume, perform or otherwise discharge, and that the Company is not assuming or performing, and that RAC shall be solely responsible for performing and satisfying, or otherwise discharging, at its sole expense, and without liability, cost, loss or expense of the Company, all liabilities and obligations of RAC, other than the RAC Assumed Liabilities (collectively, the “RAC Retained Liabilities”).

2.4 Excluded Assets. Notwithstanding any provision in this Agreement to the contrary, GES and its Affiliates, Southwest Oilfield Products Inc., a Delaware corporation (“SWOP”), and SWOP Acquisition, LLC, a Texas limited liability company d/b/a GES Well Servicing Systems (“WSS”), shall retain all assets of GES that are not contributed to the Company pursuant to this Agreement, including, without limitation, (i) all contracts between GES and third parties, other than the Rig Contract and the Assigned Contracts, and all purchase orders, works-in-process, inventory and equipment created or used by GES in connection with its obligations under such contracts, (ii) except for the Remaining Deposit and any deposits or prepaid expenses paid by GES under any of the Assigned Contracts or in connection with any of the GES Contributed Assets, the cash of GES on-hand on the Closing Date, the working capital of GES as of the Closing Date, and the books and records of GES on the Closing Date, including, without limitation, the books and records related to the Business conducted prior to Closing, and (iii) those certain assets set forth in Section 2.4 of the GES Disclosure Schedules (collectively, the “GES Excluded Assets”). For the avoidance of doubt, the GES Excluded

Assets shall remain the property of GES, SWOP and WSS, as applicable, and GES and the Company shall cooperate and use all reasonable efforts to separate the GES Excluded Assets and the GES Contributed Assets during the period between the Effective Date and the Closing Date. The Company shall not assume any liabilities related to the GES Excluded Assets.

2.5 Issuance of Shares. In exchange for the contribution of the Contributed Assets, the Company hereby agrees to issue the GES Shares to GES and the RAC Shares to RAC and assume the GES Assumed Liabilities and the RAC Assumed Liabilities. The Shares shall be the total consideration paid by and required of the Company with respect to the subject matter of this Agreement.

2.6 Further Assurances. The Contributors and the Company hereby agree to execute such additional documents, complete such other formalities, and extend such other cooperation as may be reasonably requested or required to perfect the Company’s interest in the Contributed Assets and to permit the Company to be duly recorded as the registered owner and proprietor of the rights hereby conveyed. Each Contributor covenants and agrees that in the event that title to (a) any property, assets or rights (including Assigned Contracts or Assumed Liabilities) covered in this Agreement cannot be transferred or assigned by it without the consent of or notice to a third party and in respect of which any necessary consent or notice has not as of the Closing Date been given or obtained, or (b) any such property, assets or rights (including Assigned Contracts or Assumed Liabilities) are non-assignable in their nature and will not pass by this Agreement, the beneficial interest in and to the same will in any event pass to Company; and each Contributor covenants and agrees (x) to hold, and hereby declares that it shall hold, such property, assets or rights in trust solely for, and for the benefit of, the Company, (y) to use all reasonable means to obtain and to secure such consents and give such notices as may be required to effect a valid transfer or assignments of such property, assets or rights, and (z) to make or complete such transfer or assignments as soon as possible; provided that the Company shall reimburse the applicable Contributor for all reasonable expenses incurred pursuant to clauses (y) and (z) of this Section 2.6.

3. CLOSING AND CLOSING DATE DELIVERABLES.

3.1 Closing. The term “Closing” as used herein shall refer to the actual contribution, transfer, assignment and delivery of the Contributed Assets to the Company in exchange for the Shares. The Closing shall take place at the offices of BoyarMiller, 0000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 10:00 a.m. local time on the first (1st) “Business Day”, being any day other than Saturdays, Sundays or days on which banks in the United States are traditionally closed for business, occurring after all of the conditions, and the obligations with respect to the parties hereto, to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing or by their nature will occur at the Closing) have been satisfied or waived, or at such other place and time or on such other date as is mutually agreed to in writing by the Contributors and the Company (“Closing Date”); provided, however, if the Closing does not occur on or before January 31, 2012 (the “Outside Closing Date”), or such later date as may have been agreed upon in writing by the parties hereto, any of GES, RAC or the Company may terminate this Agreement by written notice to the other parties whereupon this Agreement shall be of no further force and effect. Notwithstanding any provision herein to the contrary, the parties need not attend the

Closing in person, and the delivery of all documents and funds as described in Sections 3.2 and 3.3 may be handled by wire transfer and electronic mail or by facsimile transmission. The transactions contemplated by this Agreement shall be considered closed, and possession of the Contributed Assets and the risk of their loss shall be deemed to have been passed to the Company, upon the delivery of the documents and funds as provided in Sections 3.2 and 3.3. The Closing shall be deemed effective as of 12:01 a.m. on the Closing Date (the “Effective Time”).

3.2 Closing Deliveries by GES. At the Closing, GES shall deliver to the Company:

(a) a Xxxx of Sale, Assignment and Assumption Agreement, substantially in the form of Exhibit B attached hereto (the “Xxxx of Sale, Assignment and Assumption Agreement”), duly executed by GES; and all such other bills of sale, employee work product assignments, contract assignments and other documents and instruments of sale, assignment, conveyance and transfer, as the Company may deem necessary or reasonably desirable;

(b) an Assignment and Assumption of Contract, substantially in the form of Exhibit C attached hereto (the “GES Contract Assignment”), duly executed by GES;

(c) a Contribution General Warranty Deed, substantially in the form of Exhibit D attached hereto (the “Deed”), duly executed and acknowledged by GES;

(d) a Transition Services Agreement, substantially in the form of Exhibit E attached hereto (the “Transition Services Agreement”), pursuant to which GES and the Company will provide each other with certain services related to their respective businesses post-Closing, duly executed by GES;

(e) a registration rights agreement (the “Registration Rights Agreement”), with terms and conditions substantially similar to those in the registration rights agreement to be entered into by the Company and the investors under the Rule 144A Offering, and with the additional terms and conditions set forth on the term sheet attached hereto as Exhibit F;

(f) a certificate of the Secretary or an Assistant Secretary of GES certifying as to: (i) the resolutions of the Managing Member of GES authorizing and approving the execution, delivery and performance by GES of this Agreement, any agreements, instruments, certificates or other documents executed by GES pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the officers of GES executing the documents listed in Section 3.2(i) hereof;

(g) a certificate of the Secretary of State of the State of Delaware, and of the Secretary of State (or other applicable office) of any other state in which GES is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of GES in such state(s);

(h) a certificate of GES Global Energy Services, Inc., a Delaware corporation (the “GES Parent”), conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2) stating that GES Parent is not, as of the Closing Date, a “foreign person” within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to the Company and duly executed by GES Parent;

(i) a certificate executed by the President of GES certifying as to the matters set forth in Sections 10.3, 10.4, 11.5 and 11.6;

(j) all documents, affidavits, certificates and information reasonably required by the Title Company or Title Underwriter to issue the Title Policy; and

(k) such other documents as the Company may reasonably request to carry out the purposes of this Agreement.

3.3 Closing Deliveries by RAC. At the Closing, RAC shall deliver to the Company:

(a) the RAC Cash Contribution in immediately available funds via wire transfer to a bank account or bank accounts specified by the Company in writing;

(b) an Assignment and Assumption of Contract, substantially in the form of Exhibit G attached hereto (the “RAC Contract Assignment”), duly executed by RAC;

(d) a certificate of the Secretary or an Assistant Secretary of RAC certifying as to: (i) the resolutions of the Managers of RAC authorizing and approving the execution, delivery and performance by RAC of this Agreement and any agreements, instruments, certificates or other documents executed by RAC pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the officers of RAC executing the documents listed in subclause (i) hereof;

(e) a certificate of the Secretary of State of the State of Delaware, and of the Secretary of State (or other applicable office) of any other state in which RAC is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of RAC in such state(s);

(f) a certificate executed by the President of RAC certifying as to the matters set forth in Sections 10.3, 10.4, 11.5 and 11.6; and

(g) such other documents as the Company may reasonably request to carry out the purposes of this Agreement.

3.4 Closing Deliveries by the Company. At the Closing, the Company shall deliver:

(a) a stock certificate issued in the name of GES evidencing the GES Shares;

(b) a stock certificate issued in the name of RAC evidencing the RAC Shares;

(d) the GES Contract Assignment, duly executed by the Company;

(e) the RAC Contract Assignment, duly executed by the Company;

(f) the Transition Services Agreement, duly executed by the Company;

(g) the Registration Rights Agreement, duly executed by the Company;

(h) a certificate of the Secretary or an Assistant Secretary of the Company certifying as to: (i) the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the officers of the Company executing the documents listed in Section 3.4(i) hereof;

(i) a certificate of the Secretary of State of the State of Delaware, and of the Secretary of State (or other applicable office) of any other state in which the Company is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s);

(j) a certificate executed by an authorized officer of the Company certifying as to the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4; and

(k) such other documents as any Contributor may reasonably request to carry out the purposes of this Agreement.

3.5 Cooperation. The Contributors and the Company shall, upon request by any other party hereto, on and after the Closing Date, cooperate with one another by furnishing any additional information, executing and delivering any additional documents and/or instruments and doing any and all such other things as may be reasonably required by the parties to consummate or otherwise implement the transactions contemplated by this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF GES. GES represents and warrants the following as of the date hereof, and as of the Closing Date, except to the extent that the representation or warranty is limited to a specific period of time, to the Company, subject to such qualifications and exceptions set forth on the GES Disclosure Schedules attached hereto as Annex A (the “GES Disclosure Schedules”):

4.1 Title to and Adequacy of GES Contributed Assets. GES has good, complete and marketable title to all of the GES Contributed Assets, free and clear of all Liens of any kind or nature whatsoever, other than Permitted Liens. All of the GES Contributed Assets are in the exclusive possession and control of GES and GES has the unencumbered right to use, and the right to transfer to the Company in accordance with the terms and provisions of this Agreement, all of the GES Contributed Assets without interference from and free of the rights and claims of all others. The GES Contributed Assets are all of the assets other than the Excluded Assets necessary for the conduct of the Business as currently conducted; provided, however, that GES makes no representations or warranties as to the sufficiency of the GES Contributed Assets to operate the Business to the extent that the Company does not have adequate working capital.

4.2 No Prior Assignment. Except for the Permitted Liens, GES has not previously assigned, transferred, pledged or otherwise encumbered or granted any right, license or interest in, to or under the GES Contributed Assets, or any portion thereof.

4.3 Organization; Good Standing; Qualification and Power. GES is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite limited liability company power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. GES is duly licensed or qualified to transact business as a foreign limited liability company and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except for those jurisdictions where the failure to be so licensed, qualified or in good standing would not have a material adverse effect on the business, condition (financial or otherwise), properties, assets, results of operations or liabilities of GES taken as a whole, or impair the ability of GES to close the transactions contemplated by this Agreement (a “GES Material Adverse Effect”).

4.4 Authorization. GES has full limited liability company power and authority to execute and deliver this Agreement, to purchase the GES Shares, and to consummate the transactions contemplated by this Agreement. Any and all limited liability company action on the part of GES and its officers, managers and members necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of GES hereunder and thereunder, has been taken. This Agreement has been duly and validly executed and delivered and constitutes a valid and legally binding obligation of GES, enforceable against GES in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies. As used in this Agreement, “Law” means any applicable constitutional provisions, statute, act, code, common law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretation or advisory opinion or letter of a domestic, foreign or international Governmental Authority, in each case which has the force of law.

4.5 Consents. No consent, approval, order or authorization of, or registration, qualification, or filing with, any Governmental Authority or Person is required on the part of GES in connection with the execution, delivery and performance by GES of this Agreement, and the purchase and receipt of the GES Shares by GES. As used in this Agreement, “Governmental Authority” means any federal, state, local or foreign government or any court, arbitral tribunal, administrative or regulatory agency, or other governmental authority, agency or instrumentality. As used in this Agreement, “Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity.

4.6 Compliance with Other Instruments. GES is not in violation, breach or default (with or without notice or lapse of time, or both) of (i) any provision of its certificate of formation or limited liability company agreement or similar organizational documents, (ii) any provision of any mortgage, indenture or other evidence of indebtedness to which it is a party or by which it is bound, or (iii) any judgment, decree, order, writ, federal or state statute, rule or regulation, license or permit of any Governmental Authority applicable to it except, with respect to clauses (i) and (ii), as would not reasonably be expected to have a GES Material Adverse Effect. The execution, delivery and performance by GES of this Agreement and the transactions contemplated hereby and thereby will not (a) result in, with or without the passage of time or giving of notice or both, any breach or default under, or acceleration of, or give rise to any right of termination, rescission, or acceleration or modification of, any provision of its certificate of formation or limited liability company agreement or similar organizational documents, or any material mortgage, contract, lease, agreement, instrument, or indenture to which it is a party, or any judgment, decree, order, writ, statute, rule or regulation, license or Permit by which it is bound or (b) result in the creation of any mortgages, pledges, security interests, liens, charges, claims, restrictions, easements or other encumbrances of any nature (“Liens”) upon any of the properties or assets of GES, other than Permitted Liens. For the purpose of this Agreement, “Permitted Liens” means, collectively, (x) Liens that are specifically disclosed on Section 4.6 of the GES Disclosure Schedules, (y) liens for Taxes which are not yet due, or (z) liens for mechanics, materialmen, laborers, employees, suppliers or similar liens arising by operation of law for amounts which are owed, but not yet due.

4.7 Compliance with Laws; Permits. The GES Permits set forth on Section 2.1(e) of the GES Disclosure Schedules are all of the material franchises, permits, licenses, authorizations, approvals and other rights and privileges from Governmental Authorities that GES is required to have in order to own, lease and otherwise hold its properties and assets and to conduct the Business as presently conducted. All GES Permits are valid and in full force and effect. GES has not received any written communication, nor, to the Knowledge of GES has there been any oral communication or any threat, that any Governmental Authority intends to cancel or terminate any GES Permit. Neither GES nor, to the Knowledge of GES, any of its managers, members, officers, employees, agents or consultants, is in violation of any law applicable to GES. To the extent that any GES Permits are not assignable, GES agrees to cooperate with the Company in its efforts to obtain licenses and permits required to operate the Business.

4.8 Real Estate.

(a) GES has provided to the Company copies of all surveys, environmental reports and studies and other documents related to the Real Estate in the possession of GES. Except for Permitted Liens and the Permitted Exceptions, GES has good and marketable title to the Real Estate free and clear of all options, rights of first offer, rights of first refusal, leases, covenants, conditions, easements, agreements, claims, and other Liens of every kind and there exists no restriction on the use or transfer of the Real Estate.

(b) Except as set forth in Section 4.8(b) of the GES Disclosure Schedules, to the Knowledge of GES, there are no material defects to the Real Estate, ordinary wear and tear excepted, and all Improvements are sufficient for the operation of the Business as currently conducted thereon. All Improvements located on, and the use presently being made of, the Real Estate comply with all applicable zoning and building codes, ordinances and regulations and all applicable fire, environmental, occupational safety and health standards and similar standards established by Law, including Environmental Laws, except where non-compliance does not have a GES Material Adverse Effect, and use thereof by the Company to conduct the Business following Closing, in a substantially similar manner as conducted by GES prior to Closing, will not result in any violation of any such code, ordinance, regulation or standard. The present use and operation of the Real Estate does not constitute a non-conforming use and, to the Knowledge of GES, is not subject to a variance. There is no proposed, pending or, to the Knowledge of GES, threatened change in any such code, ordinance, regulation or standard that would materially adversely affect the Business. There is no injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding pending or, to the Knowledge of GES, threatened, relating to the ownership, use or occupancy of the Real Estate or any portion thereof, or the operation of the Business as currently conducted thereon.

(c) At and after the Closing, the Company shall have the right to maintain or use such Real Estate, including the space, facilities or appurtenances outside the building set-back lines, whether on, over or under the ground, and to conduct such activities thereon as maintained, used or conducted by GES on the date hereof and such right is not subject to revocation. No proceeding is pending or, to the Knowledge of GES, threatened that could adversely affect the zoning classification of the Real Property.

(d) The Real Estate is served by water, gas, electric, telephone, and sewer utilities, which utilities are available on the Real Estate or are available at the edge of the Real Estate within contiguous public rights-of-way, and which utilities are of proper size and/or capacity to adequately meet all needs and requirements for the use of the Real Estate and Improvements for their intended purpose. At and after the Closing, the Company shall have all rights, easements and agreements necessary for the use and maintenance of water, gas, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Real Estate.

(e) There is no pending or threatened condemnation proceeding against the Real Estate or any portion thereof. Except as set forth in Section 4.8(e) of the GES Disclosure Schedules, no part of any Improvements on the Real Estate encroaches upon any property adjacent thereto or upon any easement, nor is there any encroachment or overlap upon the Real Estate.

(f) Except as set forth in Section 4.8(f) of the GES Disclosure Schedules, to the Knowledge of GES, there is no material condition affecting the Real Estate or the Improvements located thereon which requires repair or correction to restore the same to reasonable operating condition.

(g) The Land is comprised of separate lots for Property Tax and assessment purposes, and no other real property is included in such tax parcels.

(h) The current use and occupancy of the Real Estate and the operation of the Business thereon do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded contract affecting the Real Estate, and GES has not received any notice of violation of any such instruments or contracts.

4.9 Environmental Matters.

(a) For the purpose of this Agreement, the following terms have the meanings set forth below:

(i) “Environmental Law” means all past and present applicable laws, statutes, enactments, orders, regulations, rules and ordinances of any Governmental Authority relating to pollution or protection of human health, safety, the environment, natural resources or laws relating to releases or threatened releases of Hazardous Materials into the indoor or outdoor environment (including, without limitation, ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, release, transport or handling of Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, and the common law, including, but not limited to, the law of nuisance, trespass, and strict liability.

(ii) “Environmental Permits” means all permits, registrations, approvals, licenses, filings and submissions to any Governmental Authority required by any Environmental Law.

(iii) “Hazardous Materials” means (i) pollutants or contaminants, (ii) hazardous, toxic, infectious or radioactive substances, chemicals, materials or wastes (including, without limitation, those defined as hazardous under any Environmental Law), (iii) petroleum or petroleum products,

including crude oil or any derivative or fraction thereof, (iv) asbestos and asbestos-containing materials, (v) solid wastes, (vi) mold, (vii) medical wastes (vii) polycholorinated biphenyls, or (ix) any other chemical, pollutant, contaminant, substance or waste that is regulated or for which liability or standards of care are imposed under any Environmental Law.

(b) The Real Estate, all current and previous conditions on and uses of the Real Estate, and all current and previous ownership and operations of GES in connection with the Business (including without limitation transportation and disposal of Hazardous Materials) or the Real Estate: (i) comply and have at all times prior to Closing complied with all Environmental Laws; and (ii) do not cause, have not caused, and will not cause liability to be incurred by GES under any Environmental Law, except where such non-compliance or liability does not have a GES Material Adverse Effect. GES is not in violation of any Environmental Law.

(c) GES, in connection with the Business, has properly obtained and is in compliance in all material respects with all Environmental Permits, has properly made all filings with and submissions to any Governmental Authority required by any Environmental Law, and no deficiencies have been asserted by any Governmental Authority with respect to such items. Further, the consummation of the transactions contemplated hereby will not: (i) require GES or the Company to provide notices, obtain governmental approval or take any actions, including, but not limited to, any repairs, construction or capital expenditures, in order for the Company to continue to hold all Environmental Permits and to remain in compliance with the terms and conditions of all Environmental Permits and Environmental Laws; or (ii) require the Company to obtain any new Environmental Permit.

(d) There has been no material spill, discharge, leak, leaching, emission, migration, injection, disposal, escape, dumping, or release of any kind on, beneath, above, or into the Real Estate or from the Real Estate into the environment surrounding the Real Estate, or, to the Knowledge of GES, any property formerly owned, leased or operated by GES.

(e) To the Knowledge of GES, there are no (i) Hazardous Materials stored, disposed of, generated, manufactured, refined, transported, produced, or treated at, upon, or from the Real Estate; (ii) asbestos fibers or asbestos-containing materials, mold, lead-based paint, or polychlorinated biphenyls on, at, in, about or beneath the Real Estate; or (iii) underground storage tanks on or beneath the Real Estate.

(f) There has not been any civil, criminal or administrative action, suit, summons, citation, complaint, claim, notice, demand, request, judgment, order, Lien, proceeding, hearing, study, inquiry or investigation based on or related to any Environmental Permit or Environmental Law threatened against GES in connection with the Real Estate or the Business.

(g) GES has never received from any person any notice of, nor does GES have any Knowledge of, any past, present or anticipated future events, conditions, circumstances, activities, practices, incidents, actions, agreements or plans that could: (i) interfere with, prevent, or increase the costs of compliance or continued compliance with any

Environmental Permit or any renewal or transfer thereof or any Environmental Law; (ii) make more stringent any restriction, limitation, requirement, or condition under any Environmental Law or any Environmental Permit in connection with the operations at the Real Estate; or (iii) give rise to any liability, loss or expense, or form the basis of any civil, criminal, or administrative action, suit, summons, citation, complaint, claim, notice, demand, request, judgment, order, lien, proceeding, hearing, study, inquiry, or investigation involving the Real Estate, GES or the Business, based on or related to an Environmental Permit, or an Environmental Law or to the presence, manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transport, handling, emission, discharge, release or threatened release of any Hazardous Materials.

(h) GES is not currently operating or required to be operating the Business or the Real Estate under any compliance order, schedule, decree or agreement, any consent decree, order or agreement, or corrective action decree, order or agreement issued or entered into under any Environmental Law.

4.10 Rig Contract. There is no (i) default in any material respect on the part of GES under the Rig Contract or (ii) to GES’s Knowledge, default in any material respect on the part of the other party or parties under the provisions of the Rig Contract. The Rig Contract is valid, binding and in full force and effect and is enforceable by GES in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (2) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.11 Tax Matters.

(a) All Tax Returns required to be filed that encompass or relate in any manner to the GES Contributed Assets or the Business have been duly and timely filed (subject to all applicable extensions), and all such Tax Returns are true, complete and correct in all material respects.

(b) All Taxes (whether or not shown on any Tax Return) relating to the GES Contributed Assets or the Business that are due and payable have been timely paid (subject to all applicable extensions).

(c) Neither GES, nor the GES Parent on GES’s behalf, has received a proposal, assertion or assessment by any Tax authority for deficiencies related to its Taxes that has not been resolved.

(d) Neither GES, nor GES Parent on GES’s behalf, is a party to any agreement providing for the allocation or sharing of its Taxes or has liability for Taxes of any other Person under any applicable Law, as transferee or successor, by contract or otherwise, including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law) (other than Taxes of GES Parent).

(e) GES, or GES Parent on GES’s behalf, has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has timely withheld and paid over to the proper taxing authorities all amounts required to be withheld and paid by it under all applicable Laws.

(f) Neither GES, nor GES Parent on GES’s behalf, has waived any statute of limitations with respect to the assessment or collection of any Taxes or agreed to any extension of time within which to file any Tax Return or to extend the period for the assessment or collection of any Taxes.

(g) Except as set forth in Section 4.11(g) of the GES Disclosure Schedules, there are no pending or, to GES’s Knowledge, threatened audits, examinations, investigations or other proceedings in respect of Taxes or Tax Returns of GES or GES Parent.

(h) Except for Taxes not yet due and payable, (i) there are no Liens for unpaid Taxes upon the GES Contributed Assets, and (ii) no claim for unpaid Taxes has been made by any Tax authority that could give rise to any such Lien.

(i) GES is disregarded as an entity separate from its owner, GES Parent, for U.S. federal income tax purposes (and state, local, foreign Tax purposes where applicable).

(j) GES Parent is not a “foreign person” within the meaning of Section 1445 of the Code.

(k) GES does not own any ownership interest in any other Person (including any shares of capital stock, partnership interests, limited liability company interests, or beneficial interests in any trusts).

(l) GES does not have an obligation (i) to make a payment that is not deductible under Section 280G of the Code, or (ii) under any agreements, contracts, arrangements or plans to indemnify, gross-up or otherwise compensate any Person, in whole or in part, for any excise Tax under Section 4999 of the Code that is imposed on such Person or individual or any other Person.

(m) GES does not have an obligation (i) to make a payment to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes or (ii) under any record retention, transfer pricing, closing or other agreement or arrangement with any Tax authority that will survive the Closing or impose any liability on the Company after the Closing.

4.12 Intellectual Property.

(a) Section 4.12(a) of the GES Disclosure Schedules identifies all material United States and foreign (i) patents, patent applications, utility models or statutory invention registrations (whether or not filed); (ii) trademarks and service marks, and registrations and applications for registration thereof (whether or not filed); (iii) registered copyrights and registrations and

applications for registration thereof (whether or not filed); and (iv) processes, formulations, methods, software, technology, know-how, formulae, products, trade secrets and inventions and any and all tangible embodiments related to any of the preceding (collectively, “Intellectual Property”) related to the Business, are owned or licensed by GES or that GES has any right to or interest in (the “GES Intellectual Property”). For the avoidance of doubt, the GES Intellectual Property does not include (A) any Intellectual Property related to SWOP or WSS and (B) the corporate names, logos, domain names, websites and URLs owned by GES, SWOP and WSS.

(b) The GES Intellectual Property constitutes all of the Intellectual Property used in, related to, associated with, generated by or necessary to allow GES to carry on the Business as presently conducted. GES has ownership of, or valid licenses to use, all of the GES Intellectual Property, free and clear of all Liens, other than Permitted Liens. All consents required under or pursuant to the GES Intellectual Property in connection with the transactions contemplated by this Agreement have been obtained and furnished in writing to GES. The making, using, or selling of products and the performance of methods covered by the GES Intellectual Property, including any products resulting from such GES Intellectual Property or methods for making such products, whether on their own or in combination with any Intellectual Property to be purchased, licensed, or used in connection with the development of, design of, procurement of equipment and technology for, construction of, ownership of, operation and maintenance of, and expansion or modification of the Business, does not infringe, misappropriate, or otherwise violate (and no facts exist that are reasonably likely to give rise to any infringement, misappropriation or other violation of) any patent, copyright, trade secret, trademark, or other Intellectual Property of any Person, and, except as set forth in Section 4.12(b) of the GES Disclosure Schedules, there is no action, suit, proceeding, or investigation pending or, to the Knowledge of GES, threatened, against GES or against any officer, manager, or director of GES, or otherwise involving any GES Intellectual Property, technology, or product resulting from such GES Intellectual Property or methods for making such products, in any case alleging any such infringement, misappropriation, or other violation . No GES Intellectual Property, including any products resulting from such GES Intellectual Property or methods for making such products, is subject to any outstanding order, judgment, decree, stipulation, or agreement restricting the use thereof by GES. To the Knowledge of GES, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated any GES Intellectual Property, and there is no action, suit, proceeding, or investigation pending or threatened by GES concerning any such violation.

(c) GES has taken all commercially reasonable measures to protect, maintain, and exploit GES Intellectual Property, including protecting the confidentiality of trade secrets and other confidential information of GES and seeking trademark registration where appropriate, in each case with respect to the development of, design of, construction of, procurement of equipment and technology for, operation and maintenance of, and modification or expansion of the Business.

4.13 Litigation. Except as set forth in Section 4.13 of the GES Disclosure Schedules, there is no action, suit, proceeding or investigation pending or, to the Knowledge of GES, threatened against GES, or against any officer, manager, member or director of GES in such individual’s capacity as such, or involving any assets of GES. GES is not a party or subject to any material order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

4.14 Insurance. Section 4.14 of the GES Disclosure Schedules sets forth a complete list of GES’s insurance policies and all such policies are in full force and effect. There is no claim by or on behalf of GES pending under any such policies as to which coverage has been denied in writing or disputed in writing, or, to the Knowledge of GES, orally, by the underwriter of such policy.

4.15 Financial Statements. The financial information provided by GES to the Company for inclusion in the Company Offering Materials (i) is correct and was prepared by GES in good faith, (ii) does not contain any untrue statement of material fact and (iii) does not omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading.

4.16 Brokers. GES has not engaged any broker, finder or agent in connection with the transactions contemplated by this Agreement so as to give rise to any claim against GES, the Company or RAC for any brokerage or finder’s commission, fee or similar compensation.

4.17 Investment Representations.

(a) GES is experienced in evaluating and investing in securities of companies in the development stage and acknowledges that it can bear the economic risk of a complete loss of its investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the GES Shares. GES has not been formed for the specific purpose of acquiring the GES Shares. GES is familiar with the business and financial condition and operations of the Company and has had access to such information concerning the Company and the GES Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase or acquisition of the GES Shares. With the assistance of GES’s own professional advisors, to the extent that GES has deemed appropriate, GES has made its own legal, Tax, accounting and financial evaluation of the merits and risks of an investment in the GES Shares and the consequences of this Agreement. GES has considered the suitability of the GES Shares as an investment in light of its own circumstances and financial condition.

(b) GES is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect (“Reg D”), under the Securities Act of 1933, as amended (the “Securities Act”). GES agrees to furnish any additional information requested by the Company or any of its representatives or Affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the GES Shares.

(c) The GES Shares to be acquired by GES under this Agreement will be acquired for investment for GES’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. GES has no present intention of selling, granting any participation in, or otherwise transferring or distributing the GES Shares. GES does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person or to any third Person, with respect to any of the GES Shares.

(d) GES understands that no public market now exists for any of the securities issued by the Company, and that no public market may ever exist for the GES Shares.

(e) GES confirms that it is not relying on any communication (written or oral) of the Company or any of its representatives or Affiliates, as investment advice or as a recommendation to purchase or acquire the GES Shares. It is understood that information and explanations related to the terms and conditions of the GES Shares provided by the Company or any of its representatives or Affiliates shall not be considered investment advice or a recommendation to purchase or acquire the GES Shares, and that neither the Company nor any of its representatives or Affiliates is acting or has acted as an advisor to GES in deciding to invest in the GES Shares. GES acknowledges that neither the Company nor any of its representatives or Affiliates has made any representation regarding the proper characterization of the GES Shares for purposes of determining GES’s authority to invest in the GES Shares.

(f) GES understands that the GES Shares have not been registered under the Securities Act or under any state securities Laws or blue sky Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of GES and of the other representations made by GES in this Agreement. GES understands that the Company is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. GES further understands that as such the GES Shares are characterized as “restricted securities” under the Securities Act and that under the Securities Act and applicable regulations, such Shares may be resold without registration under the Securities Act only in certain limited circumstances as provided by applicable Law. In this connection, GES represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Consequently, GES understands that GES must bear the economic risks of the investment in the GES Shares for an indefinite period of time. GES understands that no federal or state agency or other Governmental Authority has passed upon the merits or risks of an investment in the GES or made any finding or determination concerning the fairness or advisability of an investment in the GES Shares.

(g) GES agrees: (A) that it will not sell, assign, pledge, give, transfer or otherwise dispose of the GES Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the GES Shares under the Securities Act and all applicable state securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable state securities Laws; (B) that any certificates, book entry notations or document representing the GES Shares may bear a legend making reference to the foregoing restrictions; and (C) that the Company and its Affiliates shall not be required to give effect to any purported transfer of such GES Shares except upon compliance with the foregoing restrictions.

(h) GES acknowledges that neither the Company nor any other Person offered to sell the GES Shares to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

(i) GES confirms that the Company has not (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, Tax, financial, accounting or otherwise) of an investment in the GES Shares or (B) made any representation to the Buyer regarding the legality of an investment in the Securities under applicable legal investment or similar laws or regulations. In deciding to purchase the Securities, the Buyer is not relying on the advice or recommendations of the Company and the Buyer has made its own independent decision that the investment in the Securities is suitable and appropriate for the Buyer.

(j) GES will comply with all applicable laws and regulations in effect in any jurisdiction in which GES purchases, acquires or sells GES Shares and obtain any consent, approval or permission required for such purchases, acquisitions or sales under the laws and regulations of any jurisdiction to which GES is subject or in which GES makes such purchases, acquisitions or sales, and the Company shall have no responsibility therefor.

(k) There is no suit, action or legal, administrative or arbitration proceeding (including any citations, complaints, consent orders, compliance schedules or other similar enforcement orders), claim or action or any governmental investigation pending against GES or, to the Knowledge of GES, threatened against GES that questions or challenges GES’s participation, or right to participate in, the transactions contemplated by this Agreement.

4.18 Corrupt Practices. Neither GES nor any manager, member, director, officer, agent, employee or, to the Knowledge of GES, any other person associated with or acting on behalf of GES has used any funds of GES for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, made any direct or indirect unlawful payment to any foreign or domestic governmental official or employee; violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or has made any illegal bribe, rebate, payoff, influence payment, kickback or other unlawful payment; and GES has conducted the Business in material compliance with the FCPA and analogous state laws and has instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued material compliance therewith.

4.19 Assigned Contracts.

(a) The contracts set forth in Section 2.1(b) of the GES Disclosure Schedules and in Section 4.19 of the GES Disclosure Schedules are correct and complete lists of the agreements, contracts, commitments and understandings, written or oral, to which GES is a party or is subject, and which relate in any respect to the Rig Contract or the Business (collectively, the “Assigned Contracts”).

(b) There is no (i) default in any material respect on the part of GES under any Assigned Contract or (ii) to the Knowledge of GES, default in any material respect on the part of the other party or parties under the provisions of any Assigned Contract. All Assigned Contracts are valid, binding and in full force and effect and are enforceable by GES in accordance with their terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (2) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.20 Employment and Labor Matters.

(a) Section 4.20(a) of the GES Disclosure Schedules sets forth a correct and complete list of all persons employed by GES with respect to the Business to whom the Company will offer employment pursuant to Section 8.1 (the “Transferred Employees”) and their respective start dates, positions, salary or wages, days/weeks of vacation, service credit with GES, outstanding vacation, bonus for fiscal year 2010, projected or anticipated bonus for fiscal year 2011. At the Closing, GES will provide flexible spending account balances of the Transferred Employess as of the Effective Time.

(b) Section 4.20(b) of the GES Disclosure Schedules sets forth a correct and complete list of all independent contractors engaged by GES with respect to the Business to whom the Company will offer engagement pursuant to Section 8.1 (the “Transferred Contractors”) and their respective start dates, positions and wage rate.

(c) Except as disclosed in Section 4.20(c) of the GES Disclosure Schedules, there is no labor trouble, dispute, grievance, controversy, strike or request for union representation pending or, to the Knowledge of GES, threatened against GES or affecting the Business.

(d) GES is in compliance with all applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice. There are no disputes pending or, to GES’s Knowledge, threatened, between GES and any of the Transferred Employees, which controversies have resulted, or could reasonably be expected to result, in a Proceeding for which GES could be liable. There is no unfair labor practice charge or complaint against GES pending before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Labor, the Office of Federal Contract Compliance Programs, the Occupational Safety and Health Administration, the labor relations board or comparable body of any state or foreign jurisdiction, or any Governmental Authority, and, to GES’s Knowledge, none is or has been threatened for which GES could be liable.

(e) Except as set forth on Section 4.20(e) of the GES Disclosure Schedules, GES is not a party to, or bound by, any collective bargaining agreement, employment contract or consulting agreement with regard to any of the Transferred Employees. Neither GES nor, to the Knowledge of GES, any of the Transferred Employees is in violation of any term of any employment contract, noncompetition agreement, collective bargaining agreement, or any restrictive covenant to a former employer relating to the right of any such Transferred Employee

to be employed by GES because of the nature of the Business or to the use of proprietary information of others. None of the Transferred Employees has given notice to GES, nor, to the Knowledge of GES, does any such Transferred Employee intend to, terminate his or her employment or engagement with GES.

4.21 Employee Benefit Plans.

(a) With respect to all Benefit Plans, including those in which the Transferred Employees are participants:

(i) all Benefit Plans are in material compliance and have been administered in form and in operation with all material requirements of Law applicable thereto, and there has been no notice issued by any Governmental Authority questioning or challenging such compliance;

(ii) GES Parent sponsors the Global Energy Services Profit Sharing and Savings Plan (the “401(k) Plan”); except as disclosed in Section 4.21(a)(iii) of the GES Disclosure Schedules, to the knowledge of GES, the 401(k) Plan complies in form and in operation with all applicable requirements of sections 401(a) and 501 of the Code, the 401(k) Plan has been determined by the Internal Revenue Service (the “IRS”) to be qualified under section 401(a) and 501 of the Code, and no event has occurred which would reasonably be expected to adversely affect the 401(k) Plan’s qualified status under such sections of the Code or to a Tax under section 501 of the Code; and GES has previously delivered to the Company a complete and accurate copy of the most recent determination letter that GES has received from the IRS with respect to the qualified status of the 401(k) Plan;

(iii) no action has been taken to correct any defects with respect to any Benefit Plan under any IRS correction procedure and, to the Knowledge of GES, no such action is required;

(iv) except as disclosed in Section 4.21(a)(v) of the GES Disclosure Schedules, neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event result in (A) any payment of severance or other compensation to any current or former employee of GES or (B) result in the acceleration of the time of payment or vesting of any compensation or benefit;

(v) except as disclosed in Section 4.21(a)(vi) of the GES Disclosure Schedules, no Benefit Plan provides any type of severance or similar payments to employees of GES; and

(vi) there are no material actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of GES, threatened involving such Benefit Plans or the assets thereof, and, to the Knowledge of GES, no facts exist which could give rise to any such actions, suits or claims (other than routine claims or benefits).

(b) Neither GES nor any ERISA Affiliate has any liability with respect to or in the preceding six years participated in any union-sponsored multiemployer welfare benefit fund maintained pursuant to any “employee welfare benefit plan” as defined in Section 3(1) of ERISA.

(c) Neither GES nor any ERISA Affiliate has any liability with respect to, or in the preceding six years, maintained, contributed to, had an obligation to contribute to, or incurred any liability with respect to, either (i) a Multiemployer Plan (as that term is defined below) or (b) an employee pension benefit plan (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA or Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA. There is no Lien on any of the GES Contributed Assets that is imposed under the Code or ERISA and no fact or circumstance exists that could reasonably be expected to give rise to any such Lien and none of the GES Contributed Assets, none of the other assets of GES, and none of the assets of any ERISA Affiliate is subject to any Lien arising under section 303(k) of ERISA or section 430(k) of the Code.

(d) Each Benefit Plan and welfare plan of any ERISA Affiliate which constitutes a “group health plan” (as defined in section 607(1) of ERISA or section 4980B(g)(2) of the Code), has been operated in compliance with applicable Law in all material respects, including Section 4980B(f) of the Code.

(e) Except as disclosed in Section 4.21(e) of the GES Disclosure Schedules, neither GES nor any ERISA Affiliate has liability under any Benefit Plan or otherwise for providing post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title 1 of ERISA and section 4980B (or any predecessor section thereto) of the Code.

(f) Except as disclosed in Section 4.21(f) of the GES Disclosure Schedules, there are no pending claims against GES under any workers compensation plan or policy or for long term disability.

(g) Except as disclosed in Section 4.21(g) of the GES Disclosure Schedule, none of the Benefit Plans is subject to Section 409A of the Code.

(h) For the purpose of this Agreement, “Benefit Plan” shall mean (A) any “employee welfare benefit plan” and “employee pension benefit plan” as those terms are respectively defined in sections 3(1) and 3(2) of ERISA (whether or not such plan is subject to ERISA), (B) any “multiemployer plan” (as defined in section 3(37) or 4001(a)(3) of ERISA) (a “Multiemployer Plan”) and (C) any other retirement or deferred compensation plan, incentive compensation plan, stock plan, unemployment compensation plan, vacation pay, severance pay, bonus or benefit arrangement, insurance or hospitalization program, employment agreement, covenant not to compete and any other employee benefit plan, program, agreement or arrangement sponsored, maintained, or contributed to by GES or any person that as of any date during the six-year period immediately preceding the Closing Date, was or is required to be

treated as a single employer under Section 414 of the Code or Section 4001(a)(14) of ERISA with GES (an “ERISA Affiliate”) for the benefit of GES employees or former employees and their respective dependents or with respect to which GES has any liability or may have any contingent liability. “ERISA” shall mean the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder, as amended from time to time.

4.22 Transactions with Affiliates. Except as set forth in Section 4.22 of the GES Disclosure Schedules and as to the transactions contemplated by this Agreement, to the Knowledge of GES, none of GES’s Affiliates is a party to or subject to any agreements, contracts or obligations related to the Business or any of the GES Contributed Assets, and none of such Affiliates has any ownership interest, directly or indirectly, in any firm, corporation or other entity that competes with GES. As used in this Agreement, “Affiliate” means (i) with respect to GES, the GES Parent and its subsidiaries, including SWOP and WSS, any direct or indirect equity owner of any such entities, any Affiliate or family member of any such equity owner, or any officer, director, manager or employee of any such equity owners, and any employees, officers, managers or directors of such entities (other than managers or directors representing direct or indirect investors in such entities).

4.23 Updated Disclosure Schedules at Closing. In connection with the certificate to be delivered to the Company by GES at Closing pursuant to Section 3.2(f), GES shall provide to the Company an updated copy of the GES Disclosure Schedules to ensure that all of the representations and warranties made by GES in this Section 4 are correct and complete in all material respects on and as of the Closing Date. No disclosure made by GES pursuant to this Section 4.23 shall be deemed to amend or supplement the GES Disclosure Schedules or to prevent or cure any misrepresentation of breach of warranty or covenant.

5. REPRESENTATIONS AND WARRANTIES OF RAC. RAC represents and warrants the following as of the date hereof, and as of the Closing Date, except to the extent that the representation or warranty is limited to a specific period of time, to the Company as follows:

5.1 Title to and Adequacy of RAC Contributed Assets. RAC has good, complete and marketable title to all of the RAC Contributed Assets, free and clear of all Liens of any kind or nature whatsoever. All of the RAC Contributed Assets are in the exclusive possession and control of RAC and RAC has the unencumbered right to use, and the right to transfer to the Company in accordance with the terms and provisions of this Agreement, all of the RAC Contributed Assets without interference from and free of the rights and claims of all others.

5.2 No Prior Assignment. RAC has not previously assigned, transferred, pledged or otherwise encumbered or granted any right, license or interest in, to or under the RAC Contributed Assets, or any portion thereof.

5.3 Organization; Good Standing; Qualification and Power. RAC is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite limited liability company power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. RAC is duly licensed or qualified to transact business as a foreign limited liability

company and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except for those jurisdictions where the failure to be so licensed, qualified or in good standing would not have a material adverse effect on the business, condition (financial or otherwise), properties, assets, results of operations or liabilities of RAC, or impair the ability of RAC to close the transactions contemplated by this Agreement (a “RAC Material Adverse Effect”).

5.4 Authorization. RAC has full limited liability company power and authority to execute and deliver this Agreement, to purchase the RAC Shares, and to consummate the transactions contemplated by this Agreement. Any and all limited liability company action on the part of RAC and its officers, managers and members necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of RAC hereunder and thereunder, has been taken. This Agreement has been duly and validly executed and delivered and constitutes a valid and legally binding obligation of RAC, enforceable against RAC in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

5.5 Compliance with Laws. Neither RAC, nor, to the Knowledge of RAC, any of its directors, officers, employees, agents or consultants, is in violation of any Law applicable to RAC, and the issuance of all membership interests in RAC has been in compliance with all applicable Laws, including the Securities Act.

5.6 Rig Contract. There is no (i) default in any material respect on the part of RAC under the Rig Contract or (ii) to RAC’s Knowledge, default in any material respect on the part of the other party or parties under the provisions of the Rig Contract. The Rig Contract is valid, binding and in full force and effect and is enforceable by RAC in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (2) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

5.7 Brokers. RAC has not engaged any broker, finder or agent in connection with the transactions contemplated by this Agreement so as to give rise to any claim against RAC for any brokerage or finder’s commission, fee or similar compensation.

5.8 Tax Matters.

(a) All Tax Returns required to be filed that encompass or relate in any manner to the RAC Contributed Assets have been duly and timely filed (subject to all applicable extensions), and all such Tax Returns are true, complete and correct in all material respects.

(b) All Taxes (whether or not shown on any Tax Return) relating to the RAC Contributed Assets that are due and payable have been timely paid (subject to all applicable extensions).

(c) Except for Taxes not yet due and payable, (i) there are no Liens for unpaid Taxes upon the RAC Contributed Assets, and (ii) no claim for unpaid Taxes has been made by any Tax authority that could give rise to any such Lien.

(d) RAC is classified as a partnership for U.S. federal income tax purposes, and will continue to be classified as a partnership for U.S. federal income tax purposes, at all times through the Closing.

5.9 Investment Representations.

(a) RAC is experienced in evaluating and investing in securities of companies in the development stage and acknowledges that it can bear the economic risk of a complete loss of its investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the RAC Shares. RAC has not been formed for the specific purpose of acquiring the RAC Shares. RAC is familiar with the business and financial condition and operations of the Company and has had access to such information concerning the Company and the RAC Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase or acquisition of the RAC Shares. With the assistance of RAC’s own professional advisors, to the extent that RAC has deemed appropriate, RAC has made its own legal, Tax, accounting and financial evaluation of the merits and risks of an investment in the RAC Shares and the consequences of this Agreement. RAC has considered the suitability of the RAC Shares as an investment in light of its own circumstances and financial condition.

(b) RAC is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Reg D under the Securities Act. RAC agrees to furnish any additional information requested by the Company or any of its representatives or Affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the RAC Shares.

(c) The RAC Shares to be acquired by RAC under this Agreement will be acquired for investment for RAC’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. Subject to distributions being made to the members of RAC pursuant to the provisions of the Amended and Restated Limited Liability Company Agreement of RAC, neither RAC nor any member of RAC has the present intention of selling, granting any participation in, or otherwise transferring or distributing the RAC Shares. RAC does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person or to any third Person, with respect to any of the RAC Shares.

(d) RAC understands that no public market now exists for any of the securities issued by the Company, and that no public market may ever exist for the RAC Shares.

(e) RAC confirms that it is not relying on any communication (written or oral) of the Company or any of its representatives or Affiliates, as investment advice or as a recommendation to purchase or acquire the RAC Shares. It is understood that information and explanations related to the terms and conditions of the RAC Shares provided by the Company or any of its representatives or Affiliates shall not be considered investment advice or a recommendation to purchase or acquire the RAC Shares, and that neither the Company nor

any of its representatives or Affiliates is acting or has acted as an advisor to RAC in deciding to invest in the RAC Shares. RAC acknowledges that neither the Company nor any of its representatives or Affiliates has made any representation regarding the proper characterization of the RAC Shares for purposes of determining RAC’s authority to invest in the RAC Shares.

(f) RAC understands that the RAC Shares have not been registered under the Securities Act or under any state securities Laws or blue sky Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of RAC and of the other representations made by RAC in this Agreement. RAC understands that the Company is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. RAC further understands that as such the RAC Shares are characterized as “restricted securities” under the Securities Act and that under the Securities Act and applicable regulations, such Shares may be resold without registration under the Securities Act only in certain limited circumstances as provided by applicable Law. In this connection, RAC represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Consequently, RAC understands that RAC must bear the economic risks of the investment in the RAC Shares for an indefinite period of time. RAC understands that no federal or state agency or other Governmental Authority has passed upon the merits or risks of an investment in the RAC or made any finding or determination concerning the fairness or advisability of an investment in the RAC Shares.

(g) RAC agrees: (A) that it will not sell, assign, pledge, give, transfer or otherwise dispose of the RAC Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the RAC Shares under the Securities Act and all applicable state securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable state securities Laws; (B) that any certificates, book entry notations or document representing the RAC Shares may bear a legend making reference to the foregoing restrictions; and (C) that the Company and its Affiliates shall not be required to give effect to any purported transfer of such RAC Shares except upon compliance with the foregoing restrictions.

(h) RAC acknowledges that neither the Company nor any other Person offered to sell the RAC Shares to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

(i) RAC confirms that the Company has not (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, Tax, financial, accounting or otherwise) of an investment in the RAC Shares or (B) made any representation to the Buyer regarding the legality of an investment in the Securities under applicable legal investment or similar laws or regulations. In deciding to purchase the Securities, the Buyer is not relying on the advice or recommendations of the Company and the Buyer has made its own independent decision that the investment in the Securities is suitable and appropriate for the Buyer.

(j) RAC will comply with all applicable laws and regulations in effect in any jurisdiction in which RAC purchases, acquires or sells RAC Shares and obtain any consent, approval or permission required for such purchases, acquisitions or sales under the laws and regulations of any jurisdiction to which RAC is subject or in which RAC makes such purchases, acquisitions or sales, and the Company shall have no responsibility therefor.

(k) There is no suit, action or legal, administrative or arbitration proceeding (including any citations, complaints, consent orders, compliance schedules or other similar enforcement orders), claim or action or any governmental investigation pending against RAC or, to the Knowledge of RAC, threatened against RAC that questions or challenges RAC’s participation, or right to participate in, the transactions contemplated by this Agreement.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants as of the date hereof, and as of the Closing Date, except to the extent that the representation or warranty is limited to a specific period of time, to the Contributors, subject to such qualifications and exceptions set forth on the Company Disclosure Schedules attached hereto as Annex B (the “Company Disclosure Schedules”):

6.1 Organization; Good Standing; Qualification. The Company is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except for those jurisdictions where the failure to be so licensed, qualified or in good standing would not have a material adverse effect on the business, condition (financial or otherwise), properties, assets, results of operations or liabilities of the Company (a “Company Material Adverse Effect”).

6.2 Capitalization and Voting Rights.

(a) On the Closing Date, after the Closing and immediately following the issuance of the Shares and the closing of that certain offering of common stock of the Company for a minimum of $100,000,000 and up to $250,000,000, in a transaction qualifying under Rule 144A of the Securities Act and being managed by FBR Capital Markets (the “Rule 144A Offering”), the Company will have the capitalization set forth on Section 6.2(a) of the Company Disclosure Schedules. Except as set forth in Section 6.2(a) of the Company Disclosure Schedules, there are no equity interests in the Company issued, reserved for issuance or outstanding.

(b) Except as contemplated by this Agreement or the Rule 144A Offering, or as set forth in Section 6.2(b) of the Company Disclosure Schedules, there is not outstanding any option, warrant, right (contingent or other, including conversion, exchange, participation, right of first refusal, co-sale or preemptive rights) or agreement for the purchase or acquisition from the Company of any of its equity interests or any options, warrants or rights convertible into or exchangeable for any such equity interests, other than any such option, warrant, right or agreement held by or for the benefit of the Company. Except as contemplated by this Agreement or the Rule 144A Offering, or as set forth in Section 6.2(b) of the Company Disclosure Schedules, there is no written agreement by the Company to issue equity interests, subscriptions, warrants, options, convertible or exchangeable securities or other such rights or to distribute to holders of its equity securities any evidence of indebtedness or asset. Except as contemplated by this Agreement and the Rule 144A Offering: (i) the Company is not a party or subject to any written agreement, and, to the Knowledge of the Company, there is no written agreement between or among any holders of the Company’s equity interests, relating to the acquisition or disposition of any security of the Company, including any preemptive rights, rights of first offer or rights of first refusal, or to voting or giving written consents with respect to any security of the Company, including any voting trust agreement; (ii) the Company does not have any written agreement (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity interests or other securities or any interest therein or to pay any dividend or make any other accrual or distribution in respect thereof; and (iii) no Person is entitled to any preemptive or similar right with respect to the issuance of any equity interests or other securities of the Company.

6.3 Authorization. The Company has all corporate power and authority to execute and deliver this Agreement, to issue and sell the Shares, and to consummate the transactions contemplated by this Agreement. Any and all corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of the Company hereunder and thereunder, has been taken. This Agreement has been duly and validly executed and delivered and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

6.4 Valid Issuance of Shares. The Shares that are being issued to the Contributors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free and clear of all Liens and restrictions imposed by or through the Company other than restrictions as set forth in this Agreement and under applicable state and federal securities laws. Except as set forth in Section 6.4 of the Company Disclosure Schedules, no stock transfer Taxes are due as a result of the issuance and purchase of the Shares.

6.5 Intentionally Deleted.

6.6 Consents. Other than requirements in connection with Reg D or other applicable federal securities laws or under state securities and blue sky Laws, and other than with respect to the Rule 144A Offering, and other than with respect to the corporate authorization of this Agreement, the issuance of the Shares, the Rule 144A Offering and the transactions contemplated by any of the foregoing, no consent, approval, order or authorization of, or registration, qualification, or filing with, any Governmental Authority or Person is required on the part of the Company in connection with the execution, delivery and performance by the Company of this Agreement and the issuance, sale and delivery of the Shares.

6.7 Intentionally Deleted.

6.8 Transactions with Affiliates. Except as set forth in Section 6.8 of the Company Disclosure Schedules and except for the transactions contemplated by this Agreement, the Company is not a party to or subject to any agreements, contracts or obligations with any Affiliate of the Company, any direct or indirect equity owner of the Company, any Affiliate or family member of any such equity owner, or any officer, director, manager or employee of the Company. To the Knowledge of the Company, none of such Persons has any ownership interest, directly or indirectly, in any firm, corporation or other entity that competes materially and directly with the Company. As used in this Agreement, “Affiliate” means with respect to the Company, the subsidiaries of the Company, any direct or indirect equity owner of the Company, any Affiliate or family member of any such equity owner, or any officer, director, manager or employee of any such equity owners, and any employees, officers, managers or directors of such entities (other than managers or directors representing direct or indirect investors in such entities).

6.9 Registration Rights. Except as contemplated by the Registration Rights Agreement and the documents related to the Rule 144A Offering or otherwise related to registration rights under this Agreement or any document related hereto, the Company has not granted or agreed to grant any registration rights with respect to the registration of its securities under the Securities Act, including piggyback registration rights, to any Person.

6.10 Disclosure. The Company has made available to the Contributors all the information reasonably available to the Company that the Contributors have requested for deciding whether to acquire the Shares, including certain of the Company’s projections describing its proposed business plan, which were prepared in good faith, but the Company makes no representation or warranty regarding the accuracy of such projections.

6.11 Brokers. Other than FBR Capital Markets, the Company has not engaged any broker, finder or agent in connection with the transactions contemplated by this Agreement so as to give rise to any claim against any Contributor or the Company for any brokerage or finder’s commission, fee or similar compensation.

6.12 Tax Matters.

(a) Prior to the contributions of the GES Contributed Assets and the RAC Contributed Assets pursuant to this Agreement, the Company has, since its formation, had no assets or operations.

(b) There is no plan or intention by the Company to dispose of any of the Contributed Assets other than in the normal course of business operations.

(c) There is no plan or intention on the part of the Company to redeem or otherwise reacquire any of the GES Shares, the RAC Shares, or the common stock issued pursuant to the Rule 144A Offering.

(d) Other than with respect to the issuance of the GES Shares, the RAC Shares, and the common stock pursuant to the Rule 144A Offering, there is no binding obligation on the Company to issue any stock in the Company.

6.13 Updated Disclosure Schedules at Closing. In connection with the certificate to be delivered to the Contributors by the Company at Closing pursuant to Section 3.4(h), the Company shall provide to the Contributors an updated copy of the Company Disclosure Schedules to ensure that all of the representations and warranties made by the Company in this Section 6 are correct and complete in all material respects on and as of the Closing Date. No disclosure made by the Company pursuant to this Section 6.13 shall be deemed to amend or supplement the Company Disclosure Schedules or to prevent or cure any misrepresentation of breach of warranty or covenant.

7. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

7.1 Survival of Representations Made by Each Contributor.

(a) Except as set forth in Section 7.1(b), the representations and warranties made by GES contained in Section 4 and the representations and warranties made by RAC contained in Section 5 shall survive the Closing and shall continue for a one (1) year period following the Closing. The covenants and agreements of the Contributors contained in this Agreement shall survive until fully performed in accordance with their terms.

(b) The representations and warranties of GES contained Section 4.9 (Environmental Matters), Section 4.11 (Taxes), Section 4.12 (Intellectual Property), Section 4.17 (Investment Representations), Section 4.20 (Employment and Labor Matters) and Section 4.21 (Employee Benefit Plans) and the representations and warranties of RAC contained in Section 5.8 (Taxes) and Section 5.9 (Investment Representations) shall survive until the expiration of the applicable statute of limitations (after taking into account any tolling, extensions, mitigation or waiver thereof) plus sixty (60) days, at which time such representations and warranties and any right to make an indemnification claim based thereon shall terminate. The representations and warranties of the GES contained in Section 4.1 (Title to GES Contributed Assets), Section 4.2 (No Prior Assignment), Section 4.3 (Qualification and Power), Section 4.4 (Authority), Section 4.5 (Consents) and Section 4.15 (Brokers), and of RAC contained in Section 5.1 (Title to RAC Contributed Assets), Section 5.2 (No Prior Assignment), Section 5.3 (Qualification and Power), Section 5.4 (Authority) and Section 5.7 (Brokers) shall survive indefinitely. The representations and warranties of GES contained in Section 4.1 (Title to GES Contributed Assets), Section 4.2 (No Prior Assignment), Section 4.3 (Qualification and Power), Section 4.4 (Authority) and Section 4.11 (Taxes) shall be referred to herein as the “Fundamental GES Representations”), and the representations and warranties of RAC contained in Section 5.1 (Title to RAC Contributed Assets), Section 5.2 (No Prior Assignment), Section 5.3 (Qualification and Power), Section 5.4 (Authority) and Section 5.8 (Taxes) shall be referred to herein as “Fundamental RAC Representations”).

7.2 Agreement to Indemnify by GES.

(a) Subject to the terms and conditions of this Section 7.2, GES shall indemnify, defend and hold harmless the Company and its successors and assigns, representatives and Affiliates, and each of its directors, officers, partners, members, managers, employees and agents (collectively, the “Company Group”) from and against all claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, liabilities, costs, Taxes and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (collectively, “Damages”), asserted against, suffered by, imposed upon or incurred by any member of the Company Group to the extent caused by, arising out of or resulting from (i) a breach of any representation or warranty of GES contained herein, (ii) a breach of any covenant or agreement of GES contained herein or (iii) the GES Retained Liabilities. The indemnity provided for in this Section 7.2 is not limited to third-party claims against members of the Company Group. Except in the case of fraud, the indemnification provided in this Section 7.2 shall be the sole and exclusive remedy of the Company with respect to breaches of any representation or warranty of GES contained herein. Notwithstanding the foregoing, GES shall not be liable for Damages for any matter described under Section 7.2(a)(i) unless the total of all Damages in respect of claims made under this Section 7.2(a)(i) by the Company Group for indemnification from GES shall exceed $1,800,000.00 in the aggregate (the “GES Threshold”), and then for the entire amount of such Damages, including the Threshold; provided, however, that such limitation shall not apply in the case of fraud or with respect to a breach of any Fundamental GES Representation. The maximum aggregate amount for which GES shall be liable to the Company Group for all Damages for any matter described under this Section 7.2(a)(i) shall not exceed $18,000,000.00 (the “GES Cap”); provided, however, that such limitation shall not apply in the case of fraud or with respect to a breach of any Fundamental GES Representation. Except for Damages arising from third-party claims for Damages payable in cash, which shall be payable by GES solely in cash, GES shall have the option, in its sole discretion, to satisfy any indemnification obligation under this Section 7.2 by payment in cash or by the forfeiture of the number of GES Shares equal to (y) the amount of the indemnification obligation owed by GES, divided by (z) the Per Share Fair Market Value of the GES Shares at the time such indemnification obligation is owed to the Company.

(b) Notwithstanding any provision herein to the contrary, GES shall indemnify and hold harmless each of the members of the Company Group from and against any and all Damages (including reasonable costs of investigation) asserted against, suffered by, imposed upon or incurred by each of the members of the Company Group arising out of or based upon (i) the failure of the Rule 144A Offering to comply with the Securities Act and all applicable federal and state securities and blue sky Laws or (ii) any untrue statement or alleged untrue statement of material fact contained in the Company Offering Materials or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages arise out of or are based upon

any untrue statement or omission or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to the Company or the Business furnished in writing by or on behalf of the Company expressly for use in connection with the Company Offering Materials.

7.3 Agreement to Indemnify by RAC. Subject to the terms and conditions of this Section 7.3, RAC shall indemnify, defend and hold harmless the Company Group from and against all Damages asserted against, suffered by, imposed upon or incurred by any member of the Company Group to the extent caused by, arising out of or resulting from (a) a breach of any representation or warranty of RAC contained herein, (b) a breach of any covenant or agreement of RAC contained herein or (c) the RAC Retained Liabilities. The indemnity provided for in this Section 7.3 is not limited to third-party claims against members of the Company Group. Except in the case of fraud, the indemnification provided in this Section 7.3 shall be the sole and exclusive remedy of the Company with respect to breaches of any representation or warranty of RAC contained herein. Notwithstanding the foregoing, RAC shall not be liable for Damages for any matter described under Section 7.3(a) unless the total of all Damages in respect of claims made under this Section 7.3(a) by the Company Group for indemnification from RAC shall exceed, in the aggregate, 5% of the Aggregate Value of the RAC Contributed Assets (the “RAC Threshold”) and then for the entire amount of the Damages, including the RAC Threshold; provided, however, that such limitation shall not apply in the case of fraud or with respect to a breach of any Fundamental RAC Representation. The maximum aggregate amount for which RAC shall be liable to the Company Group for all Damages for any matter described under this Section 7.3(a) shall not exceed 50% of the Aggregate Value of the RAC Contributed Assets (the “RAC Cap”); provided, however, that such limitation shall not apply in the case of fraud or with respect to a breach of any Fundamental RAC Representation. Any indemnification obligation of RAC under this Section 7.3 shall be satisfied in full by the forfeiture of the number of RAC Shares equal to (i) the amount of the indemnification obligation owed by RAC, divided by (ii) the Per Share Fair Market Value of the RAC Shares at the time such indemnification obligation is owed to the Company. The amounts of the RAC Threshold and the RAC Cap shall be definitively determined and set forth on Exhibit H at the Closing.

7.4 Per Share Fair Market Value. For the purpose of this Agreement, “Per Share Fair Market Value” shall be determined as follows:

(i) If the Company’s common stock is publicly traded at the date on which the Per Share Fair Market Value is to be determined, the Per Share Fair Market Value shall equal the average closing price for the Company’s common stock for the thirty (30) trading days immediately preceding the date on which Per Share Fair Market Value is to be determined.

(ii) If the Company’s common stock is not publicly traded on the date of such determination, the Per Share Fair Market Value shall be determined by an agreement between the Company and GES or RAC, as applicable (the “Indemnifying Party”), within fifteen (15) days after the date in question; provided, however, if the Company and the Indemnifying Party are unable to agree upon such valuation within such time period, the Per Share Fair Market Value shall be determined by an appraisal firm mutually selected by the

Company and the Indemnifying Party, which appraisal shall be binding on both the Company and the Indemnifying Party. In the event the Company and the Indemnifying Party are unable to agree on the selection of an appraisal firm within ten (10) days, then each party shall, within ten (10) days thereafter, select an appraisal firm to appraise the Per Share Fair Market Value of the common stock of the Company, and the two selected appraisers shall select a third appraiser. All three appraisers shall have experience in appraising businesses similar in type and nature to the Company for at least ten (10) years. Each appraisal firm so selected shall furnish the Company and the Indemnifying Party with a written appraisal within thirty (30) days of its selection, setting forth its determination of the Per Share Fair Market Value as of the date of the indemnification obligation is owed to the Company. Such appraisal shall assume that the operation of the Company’s assets shall be the highest and best use thereof, and the appraisal shall include value for any intangible assets of the Company, such as goodwill. The Per Share Fair Market Value shall be agreed upon by the three appraisers; provided, however, that if the three appraisers cannot agree upon such value, then the valuations of each of the three appraisers shall be submitted to the Company and the Indemnifying Party and the Per Share Fair Market Value shall be determined as follows:

(A) If any two or more of the appraisers are able to agree on the Per Share Fair Market Value, then such value shall be the Per Share Fair Market Value.

(B) If no two appraisers agree upon such value, then the Per Share Fair Market Value shall be determined in the following manner:

(1) If the highest value set by one appraiser is not more than one hundred ten percent (110%) of the next lower value set by another appraiser and the lowest value set by one appraiser is not less than ninety percent (90%) of the next higher value set by another appraiser, then the values set by the three appraisers shall be added together and divided by three, and the amount resulting shall represent the Per Share Fair Market Value.

(2) If the highest value set by one appraiser is more than one hundred ten percent (110%) of the next lower value set by another appraiser, then the highest value shall be reduced to an amount equal to said one hundred ten percent (110%) figure; and if the lowest value set by one appraiser is less than ninety percent (90%) of the next higher value set by another appraiser, then the lowest value shall be increased to an amount equal to said ninety percent (90%) figure. The three values, adjusted as provided above, shall be added together and divided by three, and the amount resulting shall represent the Per Share Fair Market Value.

7.5 Conditions of Indemnification by Each Contributor. The obligations and liabilities of each Contributor to indemnify the Company Group under Section 7.2 or 7.3, as applicable, resulting from the assertion of any Damages by third parties shall be subject to the following terms and conditions:

(a) The indemnified party will give the indemnifying party prompt notice of any such claim, and the indemnifying party will undertake the defense thereof by representatives of its own choosing reasonably satisfactory to the indemnified party, provided that failure to provide such notice will not relieve the indemnifying party of its obligations hereunder unless and to the extent it is actually prejudiced by such failure to receive such notice. If the indemnifying party, within twenty (20) days after notice of any such claim, fails to give notice of its intent to defend such claim, the indemnified party will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party.

(b) Notwithstanding anything in this Section 7.5 to the contrary, (i) an indemnified party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of such claim (except if there exists an actual or potential conflict of interest between the indemnified party and the indemnifying party, such participation, including the reasonable fees and expenses of one separate counsel, shall be at the expense of the indemnifying party), (ii) the indemnifying party shall not, without the written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or consent to the entry of any judgment (x) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such claim or (y) as a result of which injunctive or other equitable relief would be imposed against the indemnified party, and (iii) the indemnified party shall have the right to control the defense or settlement of that portion of any claim which seeks an order, injunction or other equitable relief against the indemnified party; provided, however, that in connection with the defense or settlement of the portion of such claim which seeks equitable relief, the indemnified party shall reasonably cooperate with the indemnifying party.

7.6 Survival of Representations by the Company.

(a) Except as set forth in Section 7.6(b), the representations and warranties made by the Company contained in Section 6 shall survive the Closing and shall continue for a one (1) year period following the Closing. The covenants and agreements of the Company contained in this Agreement shall survive until fully performed in accordance with their terms.

(b) The representations and warranties of the Company contained Section 6.1 (Qualification), Section 6.2 (Capitalization), Section 6.3 (Authority) and Section 6.4 (Valid Issuance of Shares) (collectively, the “Fundamental Company Representations”), and Section 6.6 (Consents) and Section 6.11 (Brokers) shall survive indefinitely.

7.7 Agreement to Indemnify by the Company.

(a) Subject to the terms and conditions of this Section 7.7, the Company shall indemnify, defend and hold harmless each of the Contributors and their respective successors and assigns, representatives and Affiliates, and each of their respective directors, officers, partners, members, managers, employees and agents (with respect to GES, the “GES Group”, and with respect to RAC, the “RAC Group”) from and against all Damages asserted against, suffered by, imposed upon or incurred by any member of the GES Group or the RAC Group to the extent caused by a breach of any covenant, agreement, representation or warranty of the Company contained herein. The indemnity provided for in this Section 7.7 is not limited to third-party claims against members of the GES Group or the RAC Group. Except in the case of fraud, the indemnification provided in this Section 7.7 shall be the sole and exclusive remedy of the Contributors with respect to breaches of any representation or warranty of the Company contained herein. Notwithstanding the foregoing, the Company shall not be liable for Damages hereunder unless the total of all Damages in respect of claims made by the GES Group or the RAC Group for indemnification by the Company shall exceed, in the aggregate, 5% of the aggregate value contributed to the Company by GES and RAC (the “Company Threshold”), and then for the entire amount of the Damages, including the Company Threshold; provided, however, that such limitation shall not apply in the case of fraud, with respect to a breach of any Fundamental Company Representation or with respect to any covenant or agreement of the Company pertaining to Taxes. The maximum aggregate amount for which the Company shall be liable to the Contributors for all Damages hereunder shall not exceed 50% of the aggregate value contributed to the Company by GES and RAC (the “Company Cap”); provided, however, that such limitation shall not apply in the case of fraud, with respect to a breach of any Fundamental Company Representation or with respect to any covenant or agreement of the Company pertaining to Taxes. The amounts of the Company Threshold and the Company Cap shall be definitively determined and set forth on Exhibit I at the Closing.

(b) Notwithstanding any provision herein to the contrary, the Company shall indemnify and hold harmless each of the members of each of the GES Group and the RAC Group from and against any and all Damages (including reasonable costs of investigation) asserted against, suffered by, imposed upon or incurred by the members of each of the GES Group and the RAC Group arising out of or based upon (i) the failure of the Rule 144A Offering to comply with the Securities Act and all applicable federal and state securities and blue sky Laws or (ii) any untrue statement or alleged untrue statement of material fact contained in the Company Offering Materials or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to the Company, the Business, the GES Group or the RAC Group furnished in writing by or on behalf of either the GES Group or the RAC Group expressly for use in connection with the Company Offering Materials.

7.8 Conditions of Indemnification by the Company. The obligations and liabilities of the Company to indemnify the GES Group and the RAC Group under Section 7.7 resulting from the assertion of any Damages by third parties shall be subject to the following terms and conditions:

that failure to provide such notice will not relieve the indemnifying party of its obligations hereunder unless and to the extent it is actually prejudiced by such failure to receive such notice. If the indemnifying party, within twenty (20) days after notice of any such claim, fails to give notice of its intent to defend such claim, the indemnified party will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of indemnifying party.

(b) Notwithstanding anything in this Section 7.8 to the contrary, (i) an indemnified party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of such claim (except if there exists an actual or potential conflict of interest between the indemnified party and the indemnifying party, such participation, including the reasonable fees and expenses of one separate counsel, shall be at the expense of the indemnifying party), (ii) the indemnifying party shall not, without the written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or consent to the entry of any judgment (x) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such claim or (y) as a result of which injunctive or other equitable relief would be imposed against the indemnified party, and (iii) the indemnified party shall have the right to control the defense or settlement of that portion of any claim which seeks an order, injunction or other equitable relief against the indemnified party; provided, however, that in connection with the defense or settlement of the portion of such claim which seeks equitable relief, the indemnified party shall reasonably cooperate with the indemnifying party.

8. EMPLOYEES AND CONTRACTORS.

8.1 Employees to be Hired by the Company.

(a) The Company shall offer employment to all of the Transferred Employees at the same base salary and will allow such individuals to participate in the employee benefit plans and programs of the Company, which plans and programs are or will be substantially comparable to those provided to such individuals by GES immediately prior to Closing. The Company shall employ all of the Transferred Employees for at least ninety (90) days following the Closing Date, other than any Transferred Employee terminated by the Company for cause, and shall bear sole responsibility for any severance payments, if any, owed to any Transferred Employee terminated by the Company. The Company shall credit all Transferred Employees for any and all past services to GES or its predecessors for all purposes under the Company’s employee benefit plans, policies, programs and compensation arrangements. The Company will provide Transferred Employees credit for deductibles under the Company’s group health plan to the extent such deductibles are paid under the GES health plan. GES shall terminate the employment of all Transferred Employees effective as of the Closing. The Company shall permit the Transferred Employees to rollover their respective assets (including any plan loans) held under the 401(k) Plan into the Company’s (or one of its Affiliate’s) 401(k) plan.

(b) GES shall retain responsibility and all liability for any health care continuation coverage or notice requirement under Section 4980B of the Code and Part G of Subtitle B of Title 1 of ERISA (“COBRA”) and similar state law arising on or before the Closing Date with respect to any Transferred Employee. The Company shall be responsible for COBRA and similar state law continuation coverage or notice requirements arising after the Closing with respect to any employee of the Company who was a Transferred Employee.

(c) As of the Closing, GES shall pay all amounts due and payable to any Transferred Employees as of the Closing, except with respect to the GES Assumed Liabilities.

(d) The provisions of this Section 8.1 are a covenant between GES and the Company and shall not, in any manner, create any contractual right or rights of employment for any Transferred Employee.

(e) With respect to employment Tax matters (i) the Company shall not assume GES’s obligation to prepare, file and furnish IRS Form W-2s with respect to the Transferred Employees for the year including the Closing Date; (ii) GES and the Company shall utilize the “standard procedure” with respect to each Transferred Employee pursuant to Revenue Procedure 2004-53, 34 I.R.B 320; and (iii) GES and the Company shall work in good faith to adopt similar procedures under applicable wage payment, reporting and withholding Laws for all Transferred Employees in all appropriate jurisdictions.

(f) Notwithstanding any provision in this Section 8.1 to the contrary, in the event that the Closing occurs on or prior to December 31, 2011, GES and the Company agree that the Transferred Employees that have accepted an offer of employment from the Company will not become employees of the Company until January 31, 2012, and during the period between the Closing and such date of employment, GES and the Company shall enter into a reasonable and customary secondment arrangement or agreement with terms acceptable to both GES and the Company, providing that GES will make the Transferred Employees that have accepted an offer of employment from the Company available to the Company at the Company’s sole cost and expense.

8.2 Contractors to be Engaged by the Company. On the Closing Date, the Company shall offer engagement to all of the Transferred Contractors at the same rate paid to such Transferred Contractors by GES immediately prior to Closing. GES shall terminate the engagement of all Transferred Contractors effective as of the Closing.

8.3 Workers’ Compensation; Medical Claims and Other Benefits.

(a) GES shall remain solely responsible for any liability arising from workers’ compensation claims, both medical and disability, for Transferred Employees which are based on injuries occurring prior to the Closing regardless of when such claims are filed. The Company shall be solely responsible for such claims of Transferred Employees based on injuries occurring after the Closing.

(b) Except as otherwise provided herein, GES shall remain solely responsible for all benefits payable under the Benefit Plans, including the satisfaction of all claims for medical, dental, life insurance, health, accident, disability or other benefits brought by or in respect of Transferred Employees under a Benefit Plan that relate to events or injuries incurred prior to the Closing regardless of when such claim is filed.

9. COVENANTS.

9.1 Government Filings. The Company and each Contributor covenant and agree with each other to (i) promptly file, or cause to be promptly filed, with any Governmental Authorities all such notices, applications or other documents as may be necessary to consummate the transactions contemplated hereby and (ii) thereafter diligently pursue all consents or approvals from any such Governmental Authorities as may be necessary to consummate the transactions contemplated hereby.

9.2 Maintenance of Business and Notice of Changes.

(a) For the period commencing on the date hereof and expiring on the Closing Date (the “Pre-Closing Period”), each Contributor shall (i) conduct and carry on their respective businesses only in the ordinary course of business (ii) use their best efforts to maintain, preserve and protect the goodwill, rights, properties and assets of their respective businesses; (iii) consult with the other parties to this Agreement regarding all significant developments, transactions and proposals relating to its business or operations; (iv) refrain from doing any act or omitting to do any act, or permitting any act or omission to act, which will cause a breach of the representation and warranties made by such party under this Agreement; (v) duly comply with all Laws applicable to their respective businesses and, in the case of each Contributor, the Contributed Assets or as may be required for the valid and effective transfer and assignment of the Contributed Assets; and (vi) promptly notify the other parties hereto of any other occurrence, event, incident, action, failure to act, or transaction with respect to the Contributed Assets outside the ordinary course of business;.

(b) GES shall give the Company prompt notice of any GES Material Adverse Effect that may occur with regard to GES during the Pre-Closing Period.

(c) GES shall give the Company prompt notice of any damage, destruction, or loss (whether or not covered by insurance) to any of the Contributed Assets.

(d) RAC shall give the Company prompt notice of any RAC Material Adverse Effect that may occur with regard to RAC during the Pre-Closing Period.

(e) The Company shall give the Contributors prompt notice of any Company Material Adverse Effect that may occur during the Pre-Closing Period.

9.3 Pending Closing.

(a) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, neither Contributor shall, without the prior written consent of the Company:

(i) sell, lease, mortgage, pledge, transfer, assign or otherwise dispose or encumber any of the Contributed Assets, or suffer or permit the creation of any Lien upon any of the Contributed Assets;

(ii) change, amend, terminate or otherwise modify the Rig Contract, other than in the ordinary course of business;

(iii) enter into any contract (or series of related contracts) related to the Contributed Assets;

(iv) terminate any contract related to the Contributed Assets outside the ordinary course of business;

(v) delay or postpone the payment of accounts payable or other liabilities with respect to the Contributed Assets outside the ordinary course of business;

(vi) cancel, compromise, waive or release any action, claim, demand or proceeding related to the Contributed Assets outside the ordinary course of business;

(vii) enter into any contracts or grant any rights under or with respect to any Intellectual Property;

(viii) make or authorize a change in its certificate of formation, limited liability company agreement or other organizational documents;

(ix) enter into any employment, collective bargaining, or similar contract or agreement with any of the Transferred Employees or modify the terms of any such existing contract or agreement with any of the Transferred Employees;

(x) commit to pay any bonus or grant any increase in the base compensation or made any other changes in employment terms to any of the Transferred Employees outside of the ordinary course of business;

(xi) adopt, amend, modify or terminate any Benefit Plan including any bonus, profit sharing, incentive, severance, or similar contract or agreement for the benefit of any of the Transferred Employees;

(xii) terminate any Transferred Employee other than for cause;

(xiii) make any distribution or dividend of the Contributed Assets or any portion thereof with respect to its equity interests (whether in cash or in kind);

(xiv) agree to do any of the items prohibited by this Section 9.3(a).

(b) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, RAC shall continue to fund all of its obligations under the Rig Contract.

(c) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, the Company shall not issue any equity interests, or any options, warrants or rights to any equity interests.

9.4 Insurance.

(a) During the Pre-Closing Period, GES shall maintain in full force and effect with respect to their respective businesses, policies of insurance of the same type, character and coverage as the policies currently carried and described in Section 4.13 of the GES Disclosure Schedules.

(b) On or before the Closing, the Company shall cause insurance policies of the type and with the coverage limits that are substantially comparable to the insurance policies currently carried by GES to insure the GES Contributed Assets to be in full force and effect as of the Closing Date.

9.5 Title and Survey.

(a) GES has delivered to the Company a preliminary title commitment (the “Title Commitment”), sufficient for the issuance of a TLTA Owner Policy of Title Insurance with respect to the Real Estate in the amount of $3,900,000.00 (the “Title Policy”), issued by American Title Company of Houston, 0000 Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the “Title Company”) as agent for First American Title Insurance Company (the “Title Underwriter”), together with true, correct and legible copies of all instruments referred to therein as conditions or exceptions to title. The Company will have ten (10) days after receipt of the last of the Title Commitment, legible copies of documents evidencing title exceptions, and the Updated Survey (defined below) to object in writing to matters disclosed in the Title Commitment other than the standard printed exceptions contained in the promulgated form of the Title Commitment. The Company’s failure to object under this paragraph within the time allowed will constitute a waiver of the Company’s right to object, except that the requirements in Schedule C of the Title Commitment will not be deemed to have been waived. If objections hereunder are made by the Company within the time allowed, GES shall notify the Company within five (5) days of receipt of such objections as to whether GES intends to cure such objections, in which event GES shall have ten (10) days after the date of such notice to the Company to cure such objections. If GES has not notified the Company within five (5) days of receipt of the Company’s objections under this paragraph of its intent to cure such objections or if GES elects not to cure all of such objections, the Company shall have only the right, by giving notice thereof to GES within ten (10) days of the expiration of GES’s reply period or receipt of GES’s election not to cure the Company’s objections, (a) to terminate this Agreement, or (b) to waive such objections under this paragraph and proceed to Closing. In the event the Company does not give such election notice within said ten (10) days period, the Company shall be deemed to have elected option (b) above. Should GES elect to cure the Company’s objections and fail to do so within the time allowed hereunder, the Company may elect to extend the Closing Date as necessary to allow GES to cure such objections, or to terminate this Agreement,

or to waive such objections and proceed to Closing under the provisions as stated herein. Those exceptions that appear in the Title Commitment and conditions shown on the Updated Survey (defined below), in each case as accepted by the Company pursuant to the terms of Section 9.5, shall constitute the “Permitted Exceptions”; provided, however, that the term “Permitted Exceptions” shall not include any Liens or title defects that GES is obligated to cure hereunder or agrees to cure before the Closing.

(b) GES has delivered to the Company a Texas Society of Professional Surveyors Category 1A, Condition II, as-built survey for the Real Estate (“Original Survey”). The Company may, at the Company’s sole discretion and expense, have prepared by a Texas registered land surveyor, and deliver to GES, not later than thirty (30) days after the Effective Date, an updated survey of the Real Estate (“Updated Survey”) and metes and bounds field note description thereof, properly certified to the Company and the Title Company. The Original Survey and the Updated Survey (collectively, the “Surveys”), shall: (i) identify the Real Estate by metes and bounds or platted lot description; (ii) show that such Survey was made and staked on the ground with corners permanently marked; (iii) set forth the dimensions and total area of the Real Estate; (iv) show the location of all Improvements, highways, streets, roads, railroads, rivers, creeks, or other waterways, fences, easements, and rights of way on the Real Estate with all easements and rights of way referenced to their recording information; and (v) show any discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the Real Estate lying within the 100-year floodplain as shown on the current Federal Emergency Management Agency map. The Company may within fifteen (15) days after its receipt of each Survey object in writing to any matter that constitutes a defect or encumbrance to title on such Survey or if such Survey shows any part of the Real Estate to lie in a 100-year floodplain area. The Company’s failure to object under this paragraph within the time allowed will constitute a waiver of the Company’s right to object, except that the requirements in Schedule C of the Title Commitment will not be deemed to have been waived. The Company’s failure to make an objection with regard to the Original Survey shall constitute a waiver of the Company’s right to make the same objection to the Updated Survey. If objections hereunder are made by the Company within the time allowed, such objections shall be dealt with in accordance with the provisions of Section 9.5(a). The legal description used in the Updated Survey and approved by the Company and GES shall be utilized in the Deed and other documents and schedules related to this Agreement, including Schedule 2.1(e) of the GES Disclosure Schedules (which schedule shall, notwithstanding Section 4.23, be updated with such description from the Updated Survey that is so approved).

(c) At the Closing, the Company shall, at the Company’s sole cost and expense, obtain the Title Policy with respect to the Real Estate. The Title Policy shall show fee simple title to the Real Estate vested in the Company, subject only to: (a) current real estate Taxes not yet due and payable, the liability for which is apportioned pursuant to Section 9.9; and (b) the Permitted Exceptions.

9.6 Offering Materials.

(a) The Company shall promptly provide to GES, when available, copies of all materials and documents related to and prepared in connection with the Rule 144A Offering and any other sale of interests in the Company before the Closing Date, including,

without limitation, any and all organizational documents of the Company (the “Company Offering Materials”). The Closing shall be subject to the review and approval of the Company Offering Materials by GES, which approval shall not be unreasonably withheld or delayed.

(b) RAC shall promptly provide to GES, when available, copies of all materials and documents related to and prepared in connection with the sale of any of its equity interests, including, without limitation, any and all organizational documents of RAC (the “RAC Offering Materials”). The Closing shall be subject to the review and approval of the RAC Offering Materials by GES and the Company, which approval shall not be unreasonably withheld or delayed.

9.7 Commercially Reasonable Efforts to Close.

(a) Subject to the terms and conditions hereof, each party hereto covenants and agrees to use all commercially reasonable efforts to consummate the transactions contemplated hereby and will fully cooperate with the other parties hereto for such purpose.

(b) The Company and each Contributor agrees to immediately notify the other parties to the Agreement of any event, fact or circumstance of which such party becomes aware that could reasonably be expected to result in the failure of a condition set forth in Sections 10 or 11 to be satisfied and, if such condition is curable, to allow such party a reasonable opportunity to satisfy such condition.

9.8 Confidentiality of Materials.

(a) The parties hereto agree with respect to all technical, commercial and other information that is furnished or disclosed by any other party hereto, including information regarding such party’s (and its subsidiaries’ and Affiliates’) organization, personnel, business activities, customers, policies, assets, finances, costs, sales, revenues, technology, rights, obligations, liabilities and strategies (“Information”), that, unless and until the transaction contemplated by this Agreement shall have been consummated, (a) such Information is confidential and/or proprietary to the furnishing/disclosing party and entitled to and shall receive treatment as such by the receiving party; (b) the receiving party will hold in confidence and not disclose nor use (except in respect of the transactions contemplated by this Agreement) any such Information, treating such Information with the same degree of care and confidentiality as it accords its own confidential and proprietary Information; provided, however, that the receiving party shall not have any restrictive obligation with respect to any Information which (i) is available to the general public, (ii) is or becomes publicly known through no wrongful act or omission of the receiving party or any third party that the receiving party knows, after reasonable inquiry, has a duty of confidentiality to such disclosing party with respect to such information, or (iii) is known by the receiving party without any proprietary restrictions by the furnishing/disclosing party at the time of receipt of such Information; and (c) all such Information furnished to a party hereto by any other party hereto, unless otherwise specified in writing, shall remain the property of the furnishing/disclosing party and, in the event this Agreement is terminated, shall be returned to it, together with any and all copies made thereof, upon request for such return by it (except for documents submitted to a Governmental Authority with the consent of the furnishing/disclosing party or upon subpoena and which cannot be

retrieved with reasonable effort) and in the case of (x) oral information furnished to any party by the other which shall have been reduced to writing by the receiving party and (y) all internal documents of any party describing, analyzing or otherwise containing Information furnished by the other party, all such writings and documents shall be destroyed, upon request, in the event this Agreement is terminated, and each party shall confirm in writing to the other compliance with any such request.

(b) Each party hereto acknowledges that the remedy at law for any breach by either party of its obligations under this Section 9.8 is inadequate and that the other parties shall be entitled to equitable remedies, including an injunction, in the event of breach by such party.

(c) Reference is hereby made to that certain Non-Disclosure Agreement dated October 14, 2011 by and between GES and the Company, as successor-in-interest to Independence Contract Drilling, LLC (the “Non-Disclosure Agreement”). In the event of a conflict between the provisions of this Agreement and the Non-Disclosure Agreement, the terms of the Non-Disclosure Agreement shall govern.

9.9 Non-Solicitation.

(a) During the period beginning on the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), none of GES, SWOP and WSS (each, a “GES Company”), and collectively, the “GES Companies”), shall (and each shall cause its Affiliates not to) directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the Company (or any of its Affiliates) to leave his or her employment, or in any way interfere with the relationship between the Company (or any of its Affiliates) and any such employee, (ii) hire any person who was an employee of the Company (or any of its Affiliates) at any time during the six-month period immediately prior to the date on which such hiring would take place, or (iii) call on, solicit or service any customer, charterer, lessor, vendor, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such Person to cease doing or decrease their business with the Company or its Affiliates, or in any way interfere with the relationship between any such customer, charterer, lessor, vendor, licensee, licensor or other business relation of the Company or its Affiliates (including making any negative statements or communications about the Company or its Affiliates). Notwithstanding the foregoing, the restrictions set forth in this Section 9.9(c) shall not apply to the employees of any shareholders of the Company and shall not prohibit (Y) the employment of employees of the Company who solicit any of the GES Companies for employment or (Z) the solicitation of employees through general advertising (e.g., newspaper or internet), or the hiring of employees responding to such general advertising. Furthermore, for the avoidance of doubt, nothing in this Section 9.9 (c) shall prohibit any of the GES Companies from doing business with any vendors of the Company in the normal course of business.

(b) During the Restricted Period, the Company shall not (and shall cause its Affiliates not to) directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the GES Companies (or any of their Affiliates) to leave his or her employment, or in any way interfere with the relationship between the GES Companies (or any of their Affiliates) and any such employee, (ii) hire any person who was an employee of the GES

Companies (or any of their Affiliates) at any time during the six-month period immediately prior to the date on which such hiring would take place, or (iii) with respect to the GES Affiliate Businesses, call on, solicit or service any customer, charterer, lessor, vendor, licensee, licensor or other business relation of the GES Companies in order to induce or attempt to induce such Person to cease doing or decrease their business with the GES Companies or their Affiliates, or in any way interfere with the relationship between any such customer, charterer, lessor, vendor, licensee, licensor or other business relation of the GES Companies or their Affiliates (including making any negative statements or communications about the GES Companies or their Affiliates). Notwithstanding the foregoing, the restrictions set forth in this Section 9.9(b) shall not apply to (A) the employees of any members of IDM Group, Ltd., the ultimate parent of the GES Companies or (B) the Transferred Employees, and shall not prohibit (Y) the employment of employees of the GES Companies who solicit the Company for employment or (Z) the solicitation of employees through general advertising (e.g., newspaper or internet), or the hiring of employees responding to such general advertising. Furthermore, for the avoidance of doubt, nothing in this Section 9.9 (b) shall prohibit the Company from doing business with any vendors of the GES Companies in the normal course of business.

(c) If, at the time of enforcement of any of the provisions of this Section 9.9, a court determines that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under the circumstances shall be substituted for the stated period, scope or area. The parties further agree that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope or geographical area permitted by Law.

(d) Notwithstanding anything to the contrary contained herein, the restricted periods set forth in Section 9.9(a) or (b), respectively, shall be extended with respect to any breaching party for a period equal to any time period that such breaching party is in violation of Section 9.9(a) or (b), respectively.

(e) If either GES or the Company, or any of their respective Affiliates breaches, or threatens to commit a breach of, any of the provisions of Section 9.8 or this Section 9.9 (the “Restrictive Covenants”), the non-breaching party shall have the right and remedy (i) to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to such party and that money damages would not provide an adequate remedy to the non-breaching party; and (ii) to require the breaching party to account for and pay over to the non-breaching party any profits, monies, accruals, increments or other benefits derived or received by the breaching party as the result of any transactions constituting a breach of the Restrictive Covenants. Each of the rights and remedies set forth herein shall be independent of the others, severally enforceable, and in addition to, and not in lieu of, any other rights and remedies available to the non-breaching party at law or in equity.

(f) Notwithstanding any provision in this Agreement to the contrary, the Restrictive Covenants shall not apply to Lime Rock Management, L.P. and its Affiliates or 4D Global Energy Advisors S.A.S. and its Affiliates.

9.10 Tax Matters.

(a) GES Transfer Taxes. GES shall pay and be responsible for any Transfer Taxes imposed on, or resulting from, the transfer of any of the GES Contributed Assets (collectively, “GES Transfer Taxes”). GES, RAC, and the Company agree to use their commercially reasonable efforts to mitigate, reduce or eliminate any GES Transfer Taxes, and to obtain any certificate or other document from any Tax authority or any other Person as may be necessary to mitigate, reduce or eliminate any GES Transfer Taxes. GES at its own expense shall file, or cause to be filed, all necessary Tax Returns and other documentation with respect to any GES Transfer Taxes. GES, RAC, and the Company shall each cooperate with one another in the preparation of any necessary Tax Returns and other related documentation with respect to GES Transfer Taxes (including any exemption certificates and forms as each may request to establish an exemption from (or otherwise reduce) or make a report with respect to GES Transfer Taxes).

(b) RAC Transfer Taxes. The Company shall pay and be responsible for any Transfer Taxes imposed on, or resulting from, the transfer of any of the RAC Contributed Assets (collectively, “RAC Transfer Taxes”). GES, RAC, and the Company agree to use their commercially reasonable efforts to mitigate, reduce or eliminate any RAC Transfer Taxes, and to obtain any certificate or other document from any Tax authority or any other Person as may be necessary to mitigate, reduce or eliminate any RAC Transfer Taxes. The Company at its own expense shall file, or cause to be filed, all necessary Tax Returns and other documentation with respect to any RAC Transfer Taxes. GES, RAC, and the Company shall each cooperate with one another in the preparation of any necessary Tax Returns and other related documentation with respect to RAC Transfer Taxes (including any exemption certificates and forms as each may request to establish an exemption from (or otherwise reduce) or make a report with respect to RAC Transfer Taxes).

(c) Property Taxes on GES Contributed Assets. With respect to any Property Taxes, including payments in-lieu-of Property Taxes, assessed on any of the GES Contributed Assets for a Straddle Period, the liability for such Property Taxes shall be prorated on a daily basis between GES and the Company as of the Closing Date, (i) with GES being liable for the portion of such Property Taxes equal to the product of (1) the amount of such Property Taxes for the entirety of the Straddle Period, multiplied by (2) a fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the total number of days in the Straddle Period, and (ii) with the Company being liable for the remainder of such Property Taxes. Prior to the Closing Date, GES and the Company shall jointly, in good faith, estimate the amount of Property Taxes for which GES is liable with regard to Straddle Periods pursuant to this Section 9.10(c) (the “Estimated Property Taxes”), and GES shall make a cash payment at the Closing to the Company for the amount of the Estimated Property Taxes. If the Property Taxes for a Straddle Period cannot be reasonably determined prior to the Closing because the applicable Tax rate or assessment with respect to the applicable Assets is not fixed for such Straddle Period, the amount of Estimated Property Taxes shall be determined based upon the amount of the applicable Property Taxes for the preceding Tax year; provided, that GES and the Company shall recalculate and reprorate said Property Taxes and payments and make the necessary adjustments and payments promptly upon the issuance, and on the basis, of the actual Property Tax bills received for such Straddle Period.

(d) Property Taxes on RAC Contributed Assets. With respect to any Property Taxes, including payments in-lieu-of Property Taxes, assessed on any of the RAC Contributed Assets for a Straddle Period, the liability for such Property Taxes shall be the responsibility of the Company.

(e) Tax Cooperation. The Company and each Contributor shall, with respect to the matters contemplated in this Agreement, (i) each assist the other parties as may reasonably be requested by the other in the preparation and timely filing of any Tax Return (including any claim for a Tax refund); (ii) each assist the other as may reasonably be requested by the other in connection with any proceeding with respect to Taxes or Tax Returns; (iii) each retain and make available to the other any information, records, or other documents relating to any Taxes or Tax Returns as may reasonably be requested by the other; (iv) each provide the other with any information as may reasonably be requested by the other in order to allow them to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) each provide the other with such certificates or forms, and timely execute any Tax Return, that are reasonably necessary or appropriate to establish an exemption from (or reduction in) any GES Transfer Tax or RAC Transfer Tax. In addition, the Company and the Contributors each will retain until the applicable statutes of limitations (including any extensions) have expired copies of all Tax Returns (including supporting work schedules, and other records or information that may be relevant to such Tax Returns) and other Tax records relating to the Contributed Assets and the Business in its possession and will not destroy or otherwise dispose of any such Tax Returns or records without first providing the other with a reasonable opportunity to review and copy or retain the same.

(f) Tax Treatment. For U.S. federal income tax purposes (and state, local, and foreign Tax purposes where applicable), GES, RAC, and the Company intend for the GES Contribution, the RAC Contribution, and the Rule 144A Offering to be treated as a single integrated transaction that qualifies as a transaction described in Section 351 of the Code. Each of GES, RAC, and the Company shall report and file (and shall cause its Affiliates to report and file) its respective U.S. federal income tax returns (and state, local, and foreign Tax Returns where applicable) in all respects and for all purposes consistent with such intent and treatment. Except as otherwise required by applicable Law, neither GES, RAC, nor the Company shall take any position, or allow its respective Affiliates to take any position, whether in any applicable Tax Return, audit, examination, claim, adjustment, litigation or other proceeding with respect to U.S. federal income tax (and state, local, or foreign Tax purposes where applicable), which is inconsistent with such intent and treatment.

(g) Tax Definitions. For purposes of this Agreement, the following terms shall have the indicated meanings:

(i) “Property Taxes” means any real property, personal property, ad valorem and other similar Tax.

(ii) “Straddle Period” means a Tax period that begins on or before and ends after the Closing Date.

(iii) “Tax” or “Taxes” means (i) any and all U.S. federal, state, local or foreign taxes or levies of any kind and any and all other like assessments, customs, duties, imposts, charges or fees, including income, gross receipts, license, payroll, parking, excise, severance, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, employment, unemployment, wage, production, disability, occupation, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, transaction, capital, capital gains, net worth, stamp, documentary, recapture, business license, business organization, lease or other taxes or other charges imposed by or on behalf of or payable to any Tax authority, together with any interest, fines, penalties, assessments, or additions resulting from, attributable to, or incurred in connection with any of the foregoing (whether or not disputed), (ii) any liability for the payment of any amounts of the type described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any Tax period, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision under state, local or foreign Law), and (iii) liability for the payment of any amounts of the type described in clause (i) or (ii) of this definition as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to assume such Taxes or to indemnify any other Person.

(iv) “Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes (solely as contemplated in clause “(i)” of the definition of Tax or Taxes), including any schedule or attachment thereto, and including any amendment thereof.

(v) “Transfer Taxes” means any and all transfer, sales, use, purchase, value added, excise, real property, personal property, intangible stamp, or similar Taxes (solely as contemplated in clause “(i)” of the definition of Tax or Taxes).

(vi) “Treasury Regulations” means the regulations promulgated by the United States Treasury Department under the Code.

9.11 Financial Statements. Prior to the Closing, GES will deliver to the Company correct and complete copies of (i) the audited carve-out balance sheets related to the Business as of December 31, 2009 and as of December 31, 2010 and the related audited carve-out statements of income, stockholders’ equity and cash flows for each of the years then ended, (ii) the reviewed carve-out balance sheet related to the Business as of September 30, 2011 and the related reviewed carve-out statements of income, stockholders’ equity and cash flows for the nine months ended September 30, 2011, together with the report with respect to each of the items in subclauses (i) and (ii) hereof thereon of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.C., as GES’s independent certified public accountants (the “Carve-Out Financial Statements”). The Carve-

Out Financial Statements will be prepared in accordance with U.S. generally accepted accounting principles as in effect from time to time (“GAAP”), consistently applied and will present fairly the financial position and results of operations of the Business at the dates and for the periods indicated therein.

9.12 Post-Closing Access to Books and Records.

(a) After the Closing, upon the written request of the Company, GES shall provide to the Company, during normal business hours, access to the books and records, files, papers and documents of GES that are related to the Business. To the extent that the Company requires copies of such books and records, files, papers and documents, GES shall provide the Company with such copies at the Company’s sole expense.

(b) After the Closing, upon the written request of GES, the Company shall provide to GES, during normal business hours, access to the books and records, files, papers and documents of the Company that are related to the Business. To the extent that GES requires copies of such books and records, files, papers and documents, the Company shall provide GES with such copies at GES’s sole expense.

9.13 Cooperation. From time to time from and after the Closing Date, each of the Contributors will use commercially reasonable efforts, upon the Company’s request, to (i) provide access to financial data and information of the Business, to the extent and in the form it is available to either of the Contributors, and access to each of the Contributor’s personnel and outside accountants, as necessary for the Company or any representative of the Company to prepare any financial statements or other disclosures pursuant to reporting requirements of applicable U.S. federal securities laws, and (ii) cooperate, and use commercially reasonable efforts to cause each of the Contributor’s personnel and outside accountants to cooperate, in a customary and reasonable manner with underwriter due diligence in connection with an initial public offering of securities of the Company or any affiliate of the Company, including furnishing financial information of the type required by Regulation S-X, as promulgated by the U.S. Securities and Exchange Commission, or other applicable U.S. federal securities laws. The Company shall, or shall cause its affiliates to, promptly, upon request by or on behalf of the Contributors, reimburse the Contributors for all reasonably documented payments to third parties (including reasonable attorneys’ and accountants’ fees) incurred by the Contributors in connection with the cooperation of the Contributors contemplated by this Section 9.13.

9.14 Title to Contributed Assets.

(a) At the Closing, GES shall contribute, assign, convey, transfer and deliver to the Company good, complete and marketable title to all of the GES Contributed Assets free and clear of any Liens of any kind or nature whatsoever, other than Permitted Liens.

(b) At the Closing, RAC shall contribute, assign, convey, transfer and deliver to the Company good, complete and marketable title to all of the RAC Contributed Assets free and clear of any Liens of any kind or nature whatsoever.

10. CONDITIONS TO CLOSING APPLICABLE TO THE COMPANY.

The obligations of the Company hereunder (including the obligation of the Company to close the transactions herein contemplated) are subject to the following conditions precedent:

10.1 Rule 144A Offering. The transactions contemplated by the Rule 144A Offering, with at least $100,000,000 in capital raised through such Rule 144A Offering, shall close simultaneously with the transactions contemplated by this Agreement.

10.2 No Termination. Neither the Company nor either Contributor shall have terminated this Agreement pursuant to Section 12.1.

10.3 Bring-Down of Contributor Warranties, Representations and Covenants. All warranties and representations made by the Contributors herein and in any other document or certificate delivered by either Contributor pursuant hereto to the Company shall be correct and complete in all material respects on and as of the Closing Date (except for the representations and warranties made by GES in Section 4.17 and RAC in Section 5.7, which shall be correct and complete in all respects), and all representations and warranties made by the Contributors herein and in any other document or certificate delivered by either Contributor pursuant hereto to the Company that are qualified by materiality or GES Material Adverse Effect or RAC Material Adverse Effect shall be correct and complete in all respects, in each case, with the same effect as if such warranties and representations had been made on and as of the Closing Date, and the Contributors shall have performed and complied with in all material respects all agreements and covenants on its part required to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date.

10.4 No GES Material Adverse Effect or RAC Material Adverse Effect. Since the Effective Date, there shall have been no material damage, destruction or loss to, or GES Material Adverse Effect or RAC Material Adverse Effect on or to the Contributed Assets.

10.5 Pending Actions. No proceeding by any Governmental Authority and no proceeding by any other Person shall be pending on the Closing Date that challenges, or might result in a challenge to, this Agreement or any transactions contemplated hereby, or which claims, or might give rise to a claim for, damages against the Company in a material amount as a result of the consummation of this Agreement.

10.6 Required Governmental Approvals. The Company shall have received evidence reasonably satisfactory to it of the receipt of all consents, approvals and authorizations of any Governmental Authority required on the part of each Contributor in connection with the performance by such Contributor of its respective obligations under this Agreement and the consummation of the transactions contemplated hereby, and each Contributor shall have complied with any applicable provisions of Law requiring any notification, declaration, filing, registration and/or qualification with any Governmental Authority in connection with such performance and consummation.

10.7 Title to Contributed Assets.

(a) GES shall have the ability to contribute, assign, convey, transfer and deliver to the Company good, complete and marketable title to all of the GES Contributed Assets free and clear of any Liens of any kind or nature whatsoever, other than Permitted Liens.

(b) RAC shall have the ability to contribute, assign, convey, transfer and deliver to the Company good, complete and marketable title to all of the RAC Contributed Assets free and clear of any Liens of any kind or nature whatsoever.

10.8 All Necessary Documents. All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Company and the Company shall have received copies of such documents as the Company may reasonably request in connection therewith, including those documents to be delivered pursuant to Sections 3.2 and 3.3.

The Company shall have the right to waive any of the foregoing conditions precedent, which waiver, if any, shall be in writing and signed by the Company.

11. CONDITIONS TO CLOSING APPLICABLE TO THE CONTRIBUTORS.

The obligations of each Contributor hereunder (including the obligation of each Contributor to close the transactions herein contemplated) are subject to the following conditions precedent:

11.1 Rule 144A Offering. The transactions contemplated by the Rule 144A Offering, with at least $100,000,000 in capital raised through such Rule 144A Offering, shall close simultaneously with the transactions contemplated by this Agreement.

11.2 No Termination. Neither the Company nor either Contributor shall have terminated this Agreement pursuant to Section 12.1.

11.3 Bring-Down of Company Warranties, Representations and Covenants. All warranties and representations made by the Company herein and in any other document or certificate delivered by the Company pursuant hereto to the Contributors shall be correct and complete in all material respects on and as of the Closing Date, and all representations and warranties made by the Company herein and in any other document or certificate delivered by the Company pursuant hereto to the Contributors that are qualified by materiality or Company Material Adverse Effect shall be correct and complete in all respects, in each case, with the same effect as if such warranties and representations had been made on and as of the Closing Date, and the Company shall have performed and complied with in all material respects all agreements and covenants on its part required to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date.

11.4 No Company Material Adverse Effect. Since the Effective Date, there shall have been no material damage, destruction or loss to, or Company Material Adverse Effect on or to the Company.

11.5 Pending Actions. No proceeding by any Governmental Authority and no proceeding by any other Person, shall be pending on the Closing Date which challenges, or might result in a challenge to, this Agreement or any transactions contemplated hereby, or which claims, or might give rise to a claim for, damages against the Contributors in a material amount as a result of the consummation of this Agreement.

11.6 Required Governmental Approvals. The Contributors shall have received evidence reasonably satisfactory to it of the receipt of all consents, approvals and authorizations of any Governmental Authority required on the part of the Company in connection with the performance by the Company of its respective obligations under this Agreement and the consummation of the transactions contemplated hereby, and the Company shall have complied with any applicable provisions of Law requiring any notification, declaration, filing, registration and/or qualification with any Governmental Authority in connection with such performance and consummation.

11.7 All Necessary Documents. All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement and all documents incident thereto, shall be reasonably satisfactory in form and substance to each Contributor and each Contributor shall have received copies of such documents as such Contributor may reasonably request in connection therewith, including those documents to be delivered pursuant to Section 3.4.

Each of the Contributors shall have the right to waive any of the foregoing conditions precedent, which waiver, if any, shall be in writing and signed by the applicable Contributor.

12. TERMINATION.

12.1 Termination. This Agreement may be terminated at any time prior to the Closing as follows:

(a) by unanimous agreement of the Company and each of the Contributors;

(b) by the Company or by either Contributor, if at or before the Closing any condition set forth herein for the benefit of the Company or either Contributor, respectively, shall not have been timely met or cannot be timely met; provided that the party seeking to terminate is not in breach of or default under this Agreement;

(c) by the Company or by either Contributor if any representation or warranty made herein for the benefit of the Company or either Contributor, respectively, is untrue in any material respect (except for those representations or warranties that are qualified by materiality or Material Adverse Effect, which shall be true in all respects), or either Contributor or the Company, respectively, shall have defaulted in any material respect in the performance of any obligation under this Agreement; or

(d) by the Company or by either Contributor if the Closing has not occurred on or before the Outside Closing Date.

If either party terminates this Agreement pursuant to this Section 12.1, all rights and obligations of the Contributors and the Company hereunder shall terminate without any liability of any party hereto, other than any liability of any party then in breach or the obligations of the parties hereto in Sections 9.8, 13.1, 13.9 and 13.17.

13. GENERAL PROVISIONS.

13.1 Cost and Expenses. Except as otherwise provided herein, the Company shall bear the sole responsibility for all of the costs and expenses (including attorneys’ fees, accountants’ fees and other professional fees and expenses) incurred by GES, RAC and the Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the transactions contemplated by this Agreement. To the extent that GES pays for any costs and expenses related to this Agreement prior to Closing, the Company shall promptly reimburse GES for such costs and expenses; provided, however, that in the event the transactions contemplated by this Agreement and the Rule 144A Offering fail to close in accordance with the terms of this Agreement, GES shall reimburse any payments made by the Company to reimburse expenses to GES prior to the Closing to the Company (except for reimbursements for any accounting expenses) as promptly as practicable. Notwithstanding any of the foregoing, in the event the transactions contemplated by this Agreement and the Rule 144A Offering fail to close in accordance with the terms of this Agreement, each of the parties hereto shall bear the sole responsibility for any and all costs and expenses (including attorneys’ fees and other professional fees and expenses) incurred by it in connection with this Agreement, except that the Company shall bear sole responsibility for all accounting expenses of any party hereto (and the Company will reimburse any accounting expenses of any party hereto incurred prior to the Closing).

13.2 Knowledge. The term “Knowledge”, (i) when used with regard to the Company or RAC, means the actual knowledge, after due inquiry, of the directors, managers and officers of the Company or RAC, as applicable and (ii) when used with regard to GES, means the actual knowledge, after due inquiry, of Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx or Xxxxx Xxxx.

13.3 Entire Agreement. The GES Disclosure Schedules, the Company Disclosure Schedules and the Exhibits referenced in this Agreement are incorporated into this Agreement and, together with the Xxxx of Sale, Assignment and Assumption Agreement, the GES Contract Assignment, the Deed, the Transition Services Agreement, the RAC Contract Assignment and the Registration Rights Agreement, contain the entire agreement between the parties hereto with respect to the transactions contemplated hereunder, and supersede all negotiations, representations, warranties, commitments, offers, contracts and writings prior to the date hereof.

13.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Facsimiles or other electronic copies of signatures will be deemed to be originals.

13.5 Assignment, Successors and Assigns. The respective rights and obligations of the parties hereto shall not be assignable without the prior written consent of the other parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.

13.6 Severability. If any provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision hereof.

13.7 Headings. The captions of the various Sections of this Agreement have been inserted only for convenience of reference and shall not be deemed to modify, explain, enlarge or restrict any of the provisions of this Agreement.

13.8 Risk of Loss. Risk of loss, damage or destruction to the Contributed Assets shall be upon the applicable Contributor until the Closing, and shall thereafter be upon the Company.

13.9 GOVERNING LAW. THE VALIDITY, INTERPRETATION AND EFFECT OF THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY THE LAWS OF THE STATE OF TEXAS, EXCLUDING THE “CONFLICT OF LAWS” RULES THEREOF.

13.10 Press Releases and Public Announcements. No party, without the prior written approval of the other parties (which approval shall not be unreasonably withheld or delayed), will make any press release or other public announcement concerning the transactions contemplated by this Agreement, whether prior to or after the Closing, except to the extent required by Law (including securities Laws of any jurisdiction and rules and regulations of any applicable stock exchange), in which case the other parties will be so advised as far in advance as possible and will be given an opportunity to comment on such release or announcement.

13.11 U.S. Dollars. All amounts expressed in this Agreement and all payments required by this Agreement are in United States dollars.

13.12 Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given (a) upon personal delivery, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with

written verification of receipt. All notices and other communications shall be addressed to the parties at their respective addresses set forth below, or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto.


If, to the Company:		with copies to:

Independence Contract Drilling, Inc. 00000 X. Xxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Chief Executive Officer Telephone: (000) 000-0000 Telecopy: (000) 000-0000		Fulbright & Xxxxxxxx, L.L.P. 0000 XxXxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000

if to GES:		with copies to:

Global Energy Services Operating, LLC 00000 X. Xxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Chief Executive Officer Telephone: (000) 000-0000 Telecopy: (000) 000-0000		BoyarMiller 0000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: J. Xxxxxxx Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000

If to RAC:		with copies to:

Independence Contract Drilling, LLC 00000 X. Xxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Chief Executive Officer Telephone: (000) 000-0000 Telecopy: (000) 000-0000		Fulbright & Xxxxxxxx, L.L.P. 0000 XxXxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000

Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents.

13.13 SUBMISSION TO JURISDICTION; VENUE. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED WITHIN XXXXXX COUNTY, THE STATE OF TEXAS OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS

CONTEMPLATED HEREBY AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

13.14 Waiver. Any party hereto may waive compliance by or extend the time of performance of any obligation or act for any other party with respect to any provision of this agreement. No waiver of any provision or extension shall be construed as a waiver of any other provision or an extension of time for the performance of any other obligation or act hereunder. No waiver and no modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby.

13.15 No Third-Party Beneficiary. This Agreement is being entered into solely for the benefit of the parties hereto, the Company Group, the GES Group and the RAC Group, and the parties do not intend that any employee or any other person shall be a third-party beneficiary of the covenants by either the Company or either Contributor contained in this Agreement.

13.16 Disclosures.

(a) All matters disclosed by the Contributors in the GES Disclosure Schedules shall be deemed a disclosure of such matter only for the purpose of the Section of this Agreement referred to in the GES Disclosure Schedules, and shall not be deemed a disclosure with respect to any other Section of this Agreement unless specifically so stated in writing by the Contributors in the GES Disclosure Schedule.

(b) All matters disclosed by the Company in the Company Disclosure Schedules shall be deemed a disclosure of such matter only for the purpose of the Section of this Agreement referred to in the Company Disclosure Schedules, and shall not be deemed a disclosure with respect to any other Section of this Agreement unless specifically so stated in writing by the Company in the Company Disclosure Schedule.

13.17 Enforcement Costs. In the event that either party seeks to enforce its rights or remedies under this Agreement (whether for injunctive relief or damages or both) or seeks a declaration of costs or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorneys’ fees, costs and expenses.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Asset Contribution Agreement as of the date first written above.


GLOBAL ENERGY SERVICES
OPERATING, LLC, a Delaware limited liability company

By:		/s/ Xxxxxxx Xxxxxxxxxx
		Xxxxxxx Xxxxxxxxxx, Chief Executive Officer

INDEPENDENCE CONTRACT
DRILLING, LLC, a Delaware limited liability company

By:		/s/ Xxxxx Xxxx
		Xxxxx Xxxx, Chief Executive Officer

INDEPENDENCE CONTRACT
DRILLING, INC., a Delaware corporation

By:		/s/ Xxxxx Xxxx
		Xxxxx Xxxx, Chief Executive Officer

JOINDER TO ASSET CONTRIBUTION AND SUBSCRIPTION AGREEMENT

The UNDERSIGNED hereby agrees, effective as of the date set forth below, to become a party to that certain Asset Contribution and Subscription Agreement dated effective November 23, 2011 by and among Global Energy Services Operating, LLC, Independence Rig Asset Company, LLC and Independence Contract Drilling Corporation (as amended, the “Contribution Agreement”), for the limited purpose of acknowledging the covenants set forth in Section 9.9 of the Contribution Agreement, and agreeing to cause its Affiliates to be bound by and comply with them.


Dated Effective: November 23, 0000	XXXXXXXXX XXXXXXXX PRODUCTS INC., a Delaware corporation

	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Xxxxxxx Xxxxxxxxxx, Chief Executive Officer

JOINDER TO ASSET CONTRIBUTION AND SUBSCRIPTION AGREEMENT

ANNEX A

GES Disclosure Schedules

ANNEX B

Company Disclosure Schedules

EXHIBIT A

Rig Contract

EXHIBIT B

Form of Xxxx of Sale, Assignment and Assumption Agreement

EXHIBIT C

Form of GES Contract Assignment

EXHIBIT D

Form of Deed

EXHIBIT E

Form of Transition Services Agreement

EXHIBIT F

Form of Registration Rights Agreement

EXHIBIT G

Form of RAC Contract Assignment

EXHIBIT H

Definitive Amounts of the RAC Threshold and RAC Cap

EXHIBIT I

Definitive Amounts of the Company Threshold and Company Cap

No Third-Party Beneficiary

Disclosures

Enforcement Costs