0001193125-12-428893 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2012 • Empeiria Acquisition Corp • Blank checks • Texas

This Amended and Restated Employment Agreement (this “Agreement”), dated as of October 19, 2012 (the “Execution Date”), is between Integrated Drilling Equipment Company Holdings, Inc., a Delaware corporation (the “Company”), and Stephen Cope (the “Executive”) (collectively, the “Parties” and each, a “Party”). In addition to the terms defined elsewhere herein, initial capitalized terms have the meanings given to them in Section 27.

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VOTING AGREEMENT
Voting Agreement • October 19th, 2012 • Empeiria Acquisition Corp • Blank checks • New York

THIS VOTING AGREEMENT (this “Agreement”) is entered into on [—], 2012, by and among Empeiria Acquisition Corporation, a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”), Stephen D. Cope (“Cope”), the undersigned parties listed under Holder on the signature page hereto (the “IDE Holders”) and the other parties that execute this Agreement or joinders hereto from time to time.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 19th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated [—], 2012, is made by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).

Form of Lock-up Agreement
Merger Agreement • October 19th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware
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