0000950129-05-001409 Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • February 17th, 2005 • Input Output Inc • Measuring & controlling devices, nec • Delaware

This Second Amendment to Rights Agreement (“Second Amendment”), dated effective as of February 16, 2005, evidences the amendment of that certain Rights Agreement by and between Input/Output, Inc. (the “Company”) and Computershare Investor Services, LLC (successor to Harris Trust and Savings Bank), as Rights Agent, dated as of January 17, 1997, as previously amended by that certain First Amendment to Rights Agreement dated effective as of April 21, 1999 (together referred to as the “Rights Agreement”).

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AGREEMENT
Agreement • February 17th, 2005 • Input Output Inc • Measuring & controlling devices, nec • New York

This Agreement (this “Agreement”) dated as of February 15, 2005 is entered into by and between Input/Output, Inc., a corporation organized under the laws of Delaware (together with its successors, the “Company”), and Fletcher International, Ltd., a company organized under the laws of Bermuda (together with its successors, “Fletcher”).

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