Common use of Conduct of Business by Parent and Merger Sub Clause in Contracts

Conduct of Business by Parent and Merger Sub. (a) From and after the date hereof until the earlier of the Effective Time or the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent and Merger Sub covenant and agree that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business in all material respects, and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines of business, maintain their respective rights, franchises and Permits and preserve their respective relationships with key customers and suppliers; provided, however, that no action by Parent and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b). (b) Parent and Merger Sub agree with the Company, on behalf of themselves and Parent’s Subsidiaries, that from the date hereof and prior to the earlier of the Effective Time and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(b) of the Parent Disclosure Schedule, Parent and Merger Sub: (i) shall not amend its articles of association, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documents, other than, in the case of Subsidiaries, in connection with internal restructurings among the Subsidiaries; (ii) shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except (A) for any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (B) with respect to Subsidiaries only, as would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (iii) shall not, and shall not permit any of its Subsidiaries that is not directly or indirectly wholly owned to, authorize, make, declare or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of Parent or its Subsidiaries), except (A) dividends or distributions by any Subsidiaries only to Parent or to any wholly owned Subsidiary of Parent in the ordinary course of business consistent with past practice, (B) dividends or distributions by any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date of this Agreement and (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarter; (iv) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business, or make any loans, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which Parent or any of its Subsidiaries acquires an equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operate, or (B) as made in connection with any transaction among Parent and its wholly owned Subsidiaries or Parent’s wholly owned Subsidiaries; provided, however, that Parent shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (vi) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or other applicable accounting standards, SEC rule or policy or applicable Law; (vii) shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Parent Ordinary Shares under the Parent Stock Plans, including in respect of the exercise, vesting or settlement of any Parent Stock Awards outstanding on the date of this Agreement, (B) the vesting of Parent Ordinary Shares or for withholding of Taxes with respect to any Parent Stock Awards to the extent provided by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; (viii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in excess of the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee of such indebtedness, except for (A) any indebtedness incurred in the ordinary course of business, (B) any indebtedness among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (C) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereof; (ix) shall not, and shall not permit any of its Subsidiaries to, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its Subsidiaries; (x) shall not, and shall not permit any of its Subsidiaries to, (A) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement or closing agreement; (E) request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; or (I) surrender any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a Parent Material Adverse Effect; (xi) shall not, and shall not permit any of their respective Subsidiaries to, acquire shares of Company Common Stock; and (xii) shall not agree, in writing or otherwise, to take any of the foregoing actions that are prohibited pursuant to sub-clauses (i) through (xi) of this Section 5.2(b).

Conduct of Business by Parent and Merger Sub. (a) From and after the date hereof until the earlier of the Effective Time or the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its SubsidiariesLaw, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Company, (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent and Merger Sub covenant and agree that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business in all material respects, and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines of business, maintain their respective rights, franchises and Permits and preserve their respective relationships with key customers and suppliers; provided, however, that no action by Parent and or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b)other provision. (b) Parent and Merger Sub agree with the Company, on behalf of themselves and Parent’s Subsidiaries, that from the date hereof and prior to the earlier of the Effective Time and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and or any of its Subsidiaries, (ii) with as may be consented to by the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Company, (iii) as may be expressly contemplated or required by this Agreement Agreement, or (iv) as set forth in Section 5.2(b) of the Parent Disclosure Schedule, Parent and Merger Sub: (iA) shall except in each case as would not amend its articles (after application of associationSection 2.1(c)) disproportionately adversely affect a holder of Company Common Stock relative to a holder of Parent Common Stock or delay or impede the Merger or the other transactions contemplated by this Agreement, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documentsadjust, other than, in the case of Subsidiaries, in connection with internal restructurings among the Subsidiaries; (ii) shall not, and shall not permit any of its Subsidiaries toreclassify, split, combine combine, subdivide or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect ofredeem, in lieu of or in substitution for shares of its capital stock, except (A) for any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (B) with respect to Subsidiaries only, as would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (iii) shall not, and shall not permit any of its Subsidiaries that is not directly or indirectly wholly owned toindirectly, authorize, make, declare or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, or other equity interest of Parent or securities convertible or exchangeable into or exercisable for any shares of capital stock or other securities equity interest of Parent or its Subsidiaries), except (A) dividends or distributions by any Subsidiaries only to Parent or to any wholly owned Subsidiary of Parent in the ordinary course of business consistent with past practice, Parent; (B) dividends or distributions by any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date of this Agreement and (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarter; (iv) shall not, and shall not permit any of its Subsidiaries to, adopt or implement a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries reorganization of Parent; (v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business, or make any loans, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which Parent or any of its Subsidiaries acquires an equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operate, or (B) as made in connection with any transaction among Parent and its wholly owned Subsidiaries or Parent’s wholly owned Subsidiaries; provided, however, that Parent shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (vi) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or other applicable accounting standards, SEC rule or policy or applicable Law; (vii) shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Parent Ordinary Shares under the Parent Stock Plans, including in respect of the exercise, vesting or settlement of any Parent Stock Awards outstanding on the date of this Agreement, (B) the vesting of Parent Ordinary Shares or for withholding of Taxes with respect to any Parent Stock Awards to the extent provided by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; (viii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in excess of the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee of such indebtedness, except for (A) any indebtedness incurred in the ordinary course of business, (B) any indebtedness among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (C) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereof; (ix) shall not, and shall not permit any of its Subsidiaries to, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its Subsidiaries; (x) shall not, and shall not permit any of its Subsidiaries to, (A) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement or closing agreement; (E) request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; or (I) surrender any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a Parent Material Adverse Effect; (xi) shall not, and shall not permit any of their respective Subsidiaries to, acquire shares of Company Common Stock; and (xiiD) shall not agree, in writing or otherwise, to take any of the foregoing actions that are prohibited pursuant to sub-clauses (iA) through (xiC) of this Section 5.2(b).

Conduct of Business by Parent and Merger Sub. During the Interim Period, except as expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (a) From including entering into various Subscription Agreements and after consummating the date hereof until the earlier of the Effective Time or the Termination DatePrivate Placements), and except (i) as may be set forth on Section 5.3 of the Disclosure Schedules and as required by applicable Law (including as may be requested or the regulations or requirements of compelled by any stock exchange or regulatory organization applicable to Governmental Authority), Parent and its Subsidiariesagrees to, (ii) with the prior written consent of unless the Company shall otherwise consent in writing (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent and Merger Sub covenant and agree that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business in all material respects, and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines conduct and operate the business of business, maintain their respective rights, franchises and Permits and preserve their respective relationships with key customers and suppliers; provided, however, that no action by Parent and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b). (b) Parent and Merger Sub agree in the ordinary course and in a manner consistent with past practice. Without limiting the Company, on behalf of themselves and Parent’s Subsidiaries, that from the date hereof and prior to the earlier generality of the Effective Time and the Termination Dateforegoing, except as set forth on Section 5.3 of the Disclosure Schedules, as expressly contemplated by this Agreement or any Ancillary Agreement or as consented to by the Company in writing (i) which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(b) of the Parent Disclosure ScheduleLaw, Parent and Merger SubSub shall not, during the Interim Period: (ia) shall not amend its articles or otherwise change the Organizational Documents of association, and shall not permit Parent or Merger Sub or form any subsidiary of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documentsParent other than Merger Sub, other than, in than to effectuate the case of Subsidiaries, in connection with internal restructurings among the SubsidiariesParent Charter Amendments; (iib) shall notdeclare, and shall not permit set aside, make or pay any of its Subsidiaries todividend or other distribution, splitpayable in cash, combine stock, property or reclassify otherwise, with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except (A) for any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (B) with respect other than redemptions from the Trust Account that are required pursuant to Subsidiaries only, as would not reasonably be expected to prevent, materially impede or materially delay the consummation of the MergerParent Organizational Documents; (iiic) shall notreclassify, and shall not permit any of its Subsidiaries that is not combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly wholly owned toindirectly, authorize, make, declare any Parent Common Stock or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of Parent or its Subsidiaries), Warrants except (A) dividends or distributions by any Subsidiaries only to Parent or to any wholly owned Subsidiary of Parent in for redemptions from the ordinary course of business consistent with past practice, (B) dividends or distributions by any non-wholly owned Subsidiary or joint venture Trust Account that are consistent with past practice or required under such entity’s organizational documents in effect on pursuant to the date of this Agreement and (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarterOrganizational Documents; (ivd) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business, or make any loans, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which Parent or any of its Subsidiaries acquires an equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operate, or (B) as made in connection with any transaction among Parent and its wholly owned Subsidiaries or Parent’s wholly owned Subsidiaries; provided, however, that Parent shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (vi) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or other applicable accounting standards, SEC rule or policy or applicable Law; (vii) shall not, and shall not permit any of its Subsidiaries to, issue, sell, transfer, pledge, dispose of, grant or encumber, or authorize the issuance, sale, transfer, pledge, disposition, grant or encumbrance of, any shares of its any class of capital stock or other ownership interest in securities of Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interestMerger Sub, or any rightsoptions, warrants warrants, convertible securities or options other rights of any kind to acquire any such shares of such capital stockstock or that derive their value therefrom, or any other ownership interest or convertible or exchangeable securities(including, other than (A) issuances without limitation, any phantom interest), of Parent Ordinary Shares under or Merger Sub, except (i) in connection with conversion of the Parent Class B Common Stock Plans, including in respect of the exercise, vesting or settlement of any Parent Stock Awards outstanding on the date of this Agreement, (B) the vesting of Parent Ordinary Shares or for withholding of Taxes with respect to any Parent Stock Awards pursuant to the extent provided Parent Organizational Documents or (ii) in connection with the Transactions (including the transactions contemplated by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned SubsidiariesSubscription Agreements); (viiie) shall notacquire (including by merger, and shall not permit consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof, purchase a material portion of its Subsidiaries tothe assets or equity of, incurany corporation, assumepartnership, guarantee other business organization or otherwise become liable for any division thereof, or enter into any strategic joint ventures, partnerships or alliances with any other person; (f) incur any indebtedness for borrowed money in excess or assume, guarantee, endorse or otherwise become responsible for any such indebtedness of another person or persons, make any loans or advances, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, or enter into any arrangement having the economic effect of any of the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described foregoing, in the Parent SEC Documents or any guarantee of such indebtednesseach case, except for (A) any indebtedness incurred in the ordinary course of business, (B) any indebtedness among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (C) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereof; (ixg) shall notmake any material tax election, and shall not permit any of its Subsidiaries toamend a material Tax Return, waive, release, assign, or settle or compromise any claimmaterial United States federal, action state, local or proceedingnon-United States income Tax liability; (h) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (i) liquidate, dissolve, reorganize or otherwise wind up the business and operations of Parent or Merger Sub; (j) amend the Trust Agreement or any other agreement related to the Trust Account; or (k) other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included set forth in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate andCertificate of Incorporation, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its Subsidiaries; (x) shall not, and shall not permit any of its Subsidiaries to, (A) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing formal or informal agreement or closing agreement; (E) request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent otherwise make a commitment to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; or (I) surrender any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a Parent Material Adverse Effect; (xi) shall not, and shall not permit any of their respective Subsidiaries to, acquire shares of Company Common Stock; and (xii) shall not agree, in writing or otherwise, to take do any of the foregoing actions that are prohibited pursuant to sub-clauses (i) through (xi) of foregoing. Nothing in this Section 5.2(b)5.3 shall give to the Company, directly or indirectly, the right to control or direct the ordinary course of business operations of Parent prior to the Closing Date. Prior to the Closing Date, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

Conduct of Business by Parent and Merger Sub. (a) From and after During the period from the date hereof of this Agreement and continuing until the earlier of the Effective Time termination of this Agreement pursuant to its terms or the Termination DateClosing, except to the extent that the Company shall otherwise consent in writing or as expressly contemplated by this Agreement (including as contemplated by the PIPE Investment), Parent shall, and except (i) as may be required by applicable Law or shall cause its Subsidiaries to, conduct their operations in the regulations or requirements ordinary course and use commercially reasonable efforts to preserve the present business and operations and goodwill of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them (iiwith Parent and its Subsidiaries’ actions taken in response to COVID-19 prior to the date of this Agreement being deemed to be in the ordinary and usual course of business, when determining whether actions taken after the date of this Agreement are in the ordinary and usual course of business; provided, that, the Parent and its Subsidiaries may take reasonable actions outside of the ordinary and usual course of business (x) to the extent reasonably necessary to protect the health and safety of the employees of Parent and its Subsidiaries or (y) in response to COVID-19 Measures; and provided, further, that, with respect to any material action taken, or omitted to be taken, by Parent and its Subsidiaries that is a material change from recent past custom and practice as of the date hereof (including, for the avoidance of doubt, recent past custom and practice in light of COVID-19), Parent and its Subsidiaries shall, where reasonably practicable, provide prior notice to the Company with respect thereto (and where such prior notice has not been provided, provide notice to the Company reasonably promptly thereafter), and, where reasonably practicable, consult with the Company in good faith in connection therewith). Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement or as required by Applicable Legal Requirements or as a result of or in connection with a COVID-19 Measure but subject to the conditions above, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of during the Parent Disclosure Schedule, Parent and Merger Sub covenant and agree that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business in all material respects, and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines of business, maintain their respective rights, franchises and Permits and preserve their respective relationships with key customers and suppliers; provided, however, that no action by Parent and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b). (b) Parent and Merger Sub agree with the Company, on behalf of themselves and Parent’s Subsidiaries, that period from the date hereof of this Agreement and prior to continuing until the earlier of the Effective Time and the Termination Date, except (i) as may be required by applicable Law termination of this Agreement pursuant to its terms or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(b) of the Parent Disclosure ScheduleClosing, Parent and Merger Sub: (i) shall not amend its articles of association, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documents, other than, in the case of Subsidiaries, in connection with internal restructurings among the Subsidiaries; (ii) shall not, and shall cause its Subsidiaries not permit to, do any of its Subsidiaries tothe following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any of its capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its any capital stockstock or warrant, except (A) for or effect any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (B) with respect to Subsidiaries only, as would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Mergerlike change in capitalization; (iiib) shall notpurchase, and shall not permit any of its Subsidiaries that is not redeem or otherwise acquire, directly or indirectly wholly owned toindirectly, authorize, make, declare or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other equity securities of Parent or its Subsidiaries), except (A) dividends or distributions by any Subsidiaries only to Parent or to any wholly owned Subsidiary of Parent in the ordinary course of business consistent with past practice, (B) dividends or distributions by any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date of this Agreement and (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarter; (iv) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business, or make any loans, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which Parent or any of its Subsidiaries acquires an equity interest in connection with Subsidiaries; (c) other than pursuant to the initiation of operations of a particular rig Subscription Agreements, grant, issue, deliver, sell, authorize, pledge or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operateotherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (Bd) as made in connection amend its Charter Documents or form or establish any Subsidiary; (e) (i) merge, consolidate or combine with any transaction among Parent and its wholly owned Subsidiaries Person; or Parent’s wholly owned Subsidiaries(ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any Equity Interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, enter into any “keep well” or other agreement to maintain any financial statement condition; provided, however, that Parent shall notbe permitted to incur Indebtedness (which shall constitute Parent Transaction Costs) from its Affiliates and stockholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on a non-interest basis and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Mergerotherwise on arm’s-length terms and conditions and repayable at Closing; (vig) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP (or other applicable any interpretation thereof) or Applicable Legal Requirements, make any change in accounting standardsmethods, SEC rule principles or policy or applicable Lawpractices; (viii) shall not, and shall not permit make or change any material Tax election; (ii) change (or request to change) any material method of its Subsidiaries to, issue, sell, pledge, dispose of, grant accounting for Tax purposes; (iii) waive or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, extend any shares statute of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Parent Ordinary Shares under the Parent Stock Plans, including limitations in respect of the exercise, vesting a period within which an assessment or settlement reassessment of material Taxes may be issued (other than any Parent Stock Awards outstanding on the date of this Agreement, (B) the vesting of Parent Ordinary Shares extension pursuant to an extension to file any Tax Return or for withholding of Taxes with respect to any Parent Stock Awards to the extent provided by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; (viii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in excess of the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee of such indebtedness, except for (A) any indebtedness incurred requested in the ordinary course of business, ); or (Biv) enter into any indebtedness among Parent and its wholly owned Subsidiaries “closing agreement” as described in Section 7121 of the Code (or among Parent’s wholly owned Subsidiaries, any similar Legal Requirement) with any Governmental Entity with respect to a material amount of Taxes; (Ci) create any indebtedness incurred to replace, renew, extend, refinance material Liens on any material property or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness assets of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereofMerger Sub; (ixj) shall notliquidate, and shall not permit any dissolve, reorganize or otherwise wind up the business or operations of its Subsidiaries to, waive, release, assignParent or Merger Sub; (k) commence, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its SubsidiariesLegal Proceeding; (xl) shall not, and shall not permit engage in any material new line of its Subsidiaries to, (A) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement or closing agreement; (E) request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; or (I) surrender any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a Parent Material Adverse Effectbusiness; (xim) shall not, and shall not permit amend the Trust Agreement or Subscription Agreements or enter into or amend any of their respective Subsidiaries to, acquire shares of Company Common Stockother agreement related to the Trust Account or the PIPE Investment; andor (xiin) shall not agree, agree in writing or otherwiseotherwise agree, commit or resolve to take any of the foregoing actions that are prohibited pursuant to sub-clauses (idescribed in Section 6.02(a) through (xim) of this Section 5.2(b)above.

Conduct of Business by Parent and Merger Sub. (a) From During the Interim Period, Parent and after the date hereof until the earlier of the Effective Time or the Termination DateMerger Sub shall, and except shall cause each such entity’s Subsidiaries to, carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use commercially reasonable efforts (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent preserve intact its current business organization, goodwill, ongoing businesses and its Subsidiariesstatus as a REIT within the meaning of the Code, (ii) to preserve its current beneficial relationships with any Person with which Parent has material business relationships (including, without limitation, customers, suppliers, directors, officers and other employees if any), and (iii) to keep available the services of its officers and key employees, if any. Without limiting the generality of the foregoing, during the Interim Period, except as set forth on Schedule 4.2 of the Parent Disclosure Letter or as otherwise contemplated by this Agreement, Parent and Merger Sub shall not, and shall cause each such entity’s Subsidiaries, not to (and not to authorize or commit or agree to), unless the Company, with the prior written consent approval of the Company Special Committee, shall otherwise consent in writing: (such consent not to be unreasonably withheld, conditioned or delayed), a) (iiii) as may be expressly contemplated or required by this Agreement or (iv) except for regular monthly dividends as set forth in Section 5.2(aon Schedule 4.2(a) of the Parent Disclosure ScheduleLetter, declare, set aside or pay any dividends on, or make any other distributions in respect of, any shares of capital stock of Parent and Merger Sub covenant and agree (provided that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business in all material respectspermitted to pay dividends and make distributions, including under Sections 858 and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines of business, maintain their respective rights, franchises and Permits and preserve their respective relationships with key customers and suppliers; provided, however, that no action by Parent and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b). (b) Parent and Merger Sub agree with the Company, on behalf of themselves and Parent’s Subsidiaries, that from the date hereof and prior to the earlier 860 of the Effective Time Code, reasonably necessary for Parent to maintain its status as a REIT under the Code and avoid or reduce the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements imposition of any stock exchange corporate level Tax or regulatory organization applicable to Parent and its Subsidiariesexcise Tax under the Code), (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(b) of the Parent Disclosure Schedule, Parent and Merger Sub: (i) shall not amend its articles of association, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documents, other than, in the case of Subsidiaries, in connection with internal restructurings among the Subsidiaries; (ii) shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its capital stock stock, partnership interests or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its such capital stock, except (A) for any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction partnership interests or other equity interests, or (Biii) with respect to Subsidiaries onlypurchase, as would not reasonably be expected to preventredeem or otherwise acquire any shares of capital stock, materially impede partnership interests or materially delay the consummation other equity interests of the MergerCompany; (iiib) shall notamend the Parent Organizational Documents in a manner that would adversely affect the economic benefits of the Merger to the holders of the Company Shares; (c) except pursuant to Parent Stock Incentive Plans, and shall not permit issue, deliver or sell, or grant any of its Subsidiaries that is not directly option or indirectly wholly owned toother right in respect of, authorize, make, declare or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cashor debt securities, assets, stock any other voting or other redeemable securities of Parent or its Subsidiaries)any Subsidiary of Parent or any Equity Equivalents, except (A) dividends or distributions by any Subsidiaries only to Parent or a Subsidiary of Parent; (d) merge or consolidate with any Person if such merger or consolidation would, or would reasonably be expected to, prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger before the Outside Date; (e) acquire or agree to acquire (by merger, consolidation or acquisition of stock or assets, or by lease or license) any real property, corporation, partnership or other business organization or any division or material amount of assets thereof (except of or from any Subsidiary of Parent), if such transaction would, or would reasonably be expected to, prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger before the Outside Date; (f) amend any term of any Parent Shares or Equity Equivalents of Parent in a manner that would adversely affect the economic benefits of the Merger to the holders of the Company Shares; (g) other than in the ordinary course of business consistent with past practice (i) incur, create or assume any Indebtedness or issue or amend the terms of any debt securities, (ii) assume, guarantee or endorse, or otherwise become responsible for the obligations of any other Person or entity (other than any Subsidiary of Parent) for borrowed money, or (iii) pledge, encumber or otherwise subject to an Encumbrance any Parent Properties, in each case if such transaction would, or would reasonably be expected to, prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger before the Outside Date; (h) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice or loans, advances or capital contributions to, or investments in, wholly owned Subsidiary Subsidiaries of Parent or Merger Sub, if such transaction would, or would reasonably be expected to, prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger before the Outside Date; (i) (i) make, modify or rescind any Tax election, (ii) change any annual Tax accounting period, or (iii) adopt or change any method of tax accounting except as required by applicable Law; (j) amend or modify in any material respect or terminate (excluding terminations upon expiration of the term thereof in accordance with their terms) any Parent Material Contract or waive, release or assign any material rights, claims or benefits of it or its Subsidiaries under any Parent Material Contract, or enter into any Contract that would have been a Parent Material Contract had it been entered into prior to this Agreement, except in the ordinary course of business consistent with past practice, (B) dividends in each case, if such Contract or distributions by any non-wholly owned Subsidiary amendment of a Contract would, or joint venture that are consistent with past practice would reasonably be expected to, prevent or required under such entity’s organizational documents in effect on materially impair the date ability of this Agreement and (C) dividends on Parent Ordinary Shares not or Merger Sub to exceed $0.01 per share per quarterconsummate the Merger before the Outside Date; (ivk) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of Parent, Merger Sub or any such entity’s Subsidiary thereof (other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent;Merger); or (vl) agree, resolve or commit to (i) do any action restricted by this Section 4.2 or (ii) accept any restriction that would prevent Parent, Merger Sub or any such entity’s Subsidiary from taking any action required by this Section 4.2. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall notprohibit (i) Parent from taking any action, and shall not permit at any time or from time to time, that in the reasonable judgment of the Parent Board, upon advice of counsel to Parent, is reasonably necessary for Parent to avoid or to continue to avoid incurring entity-level income or excise Taxes under the Code or to maintain its Subsidiaries toqualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, make any acquisition including making dividend or distribution payments to shareholders of Parent in accordance with this Agreement or otherwise, or to qualify or preserve the status of any other person Subsidiary of Parent as a partnership or businessdisregarded entity for federal income Tax purposes or as a Qualified REIT Subsidiary or Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; and (ii) Parent from taking any action, at any time or make any loansfrom time to time, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million in the aggregate, except as Parent determines to be necessary to (A) any loan, advance or capital contribution to or investment be in a joint venture, partnership or similar entity in which Parent or any compliance at all times with all of its Subsidiaries acquires an equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where Parent obligations under any Tax Protection Agreement, and its Subsidiaries do not currently operate, or (B) as made in connection with avoid liability for any transaction among Parent and its wholly owned Subsidiaries indemnification or Parent’s wholly owned Subsidiariesother payment under any Tax Protection Agreement; provided, however, that Parent shall notif Parent, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (vi) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or other applicable accounting standards, SEC rule or policy or applicable Law; (vii) shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Parent Ordinary Shares under the Parent Stock Plans, including in respect of the exercise, vesting or settlement of any Parent Stock Awards outstanding on the date of this Agreement, (B) the vesting of Parent Ordinary Shares or for withholding of Taxes with respect to any Parent Stock Awards to the extent provided by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; (viii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in excess of the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee of such indebtedness, except for (A) any indebtedness incurred in the ordinary course of business, (B) any indebtedness among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (C) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness of Parent Merger Sub or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereof; (ix) shall not, and shall not permit any of its Subsidiaries to, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries proposes to take any material action (other than make a payment) or impose pursuant to this paragraph, Parent shall promptly notify the Company and consider in good faith any material restrictions on its business or the business of any of its Subsidiaries; (x) shall not, and shall not permit any of its Subsidiaries to, (A) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement or closing agreement; (E) reasonable request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; or (I) surrender any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a Parent Material Adverse Effect; (xi) shall not, and shall not permit any of their respective Subsidiaries to, acquire shares of Company Common Stock; and (xii) shall not agree, in writing or otherwise, to take such actions as will reduce any of adverse effects on the foregoing actions that are prohibited pursuant to sub-clauses (i) through (xi) of this Section 5.2(b)Company or its direct or indirect owners or affiliates.

Conduct of Business by Parent and Merger Sub. (a) From and after the date hereof until the earlier of the Effective Time or the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent and Merger Sub covenant and agree that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business in all material respects, and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines of business, maintain their respective rights, franchises and Permits and preserve their respective relationships with key customers and key suppliers; provided, however, that no action by Parent and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b). (b) Parent and Merger Sub agree with the Company, on behalf of themselves and Parent’s Subsidiaries, that from the date hereof and prior to the earlier of the Effective Time and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(b) of the Parent Disclosure Schedule, Parent and Merger Sub: (i) shall not amend its memorandum of association, articles of associationassociation or limited liability company agreement, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation incorporation, memorandum of association, articles of association, limited liability company agreement or bylaws or similar applicable organizational documents, other than, in the case of SubsidiariesSubsidiaries (other than the Merger Sub), in connection with internal restructurings among the Subsidiaries; (ii) shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except (A) for any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (B) with respect to Subsidiaries only, as would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (iii) shall not, and shall not permit any of its Subsidiaries that is not directly or indirectly wholly owned to, authorize, make, declare or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of Parent or its Subsidiaries), except (A) dividends or distributions by any Subsidiaries only to Parent or to any wholly owned Subsidiary of Parent in the ordinary course of business consistent with past practice, practice or (B) dividends or distributions by any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date of this Agreement and (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarterAgreement; (iv) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business, or make any loans, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which Parent or any of its Subsidiaries acquires an equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operate, or (B) as made in connection with any transaction among Parent and its wholly owned Subsidiaries or Parent’s wholly owned Subsidiaries; provided, however, that Parent shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (vi) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or other applicable accounting standards, SEC rule or policy or applicable Law; (vii) shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Parent Ordinary Shares under the Parent Stock Plans, including Plan in respect of the exercise, vesting or settlement of any Parent Stock Awards approved or outstanding on the date of this Agreement, (B) the vesting of Parent Ordinary Shares or for withholding of Taxes with respect to any Parent Stock Awards to the extent provided by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, in each case, subject to the continued accuracy of the representation set forth in Section 4.1(c); (viii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in excess of the amount of available borrowing capacity existing from time to time as of the date hereof under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee of such indebtedness, except for (A) any indebtedness incurred in the ordinary course of business, (B) any indebtedness among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (CB) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness; provided, however, that the principal amount of such indebtedness does not exceed the principal amount of such existing indebtedness and any premiums, interest and reasonable fees incurred in connection with such renewal, extension or refinance, and (DC) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b5.2(b); provided, however, that in the case of each of clauses ; (Aix) through (D) such indebtedness does not impose except as required by Law or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of Parent Benefit Plan or other contract entered into prior to the date hereofof this Agreement, shall not, and shall not permit any of its Subsidiaries to, (A) establish, adopt, materially amend or modify, or terminate any material Parent Benefit Plan, except in connection with adopting and entering into a broad-based employee severance plan which includes terms consistent with Section 5.13(a) for Affected Employees or (B) grant or materially amend any equity or equity based incentive awards; (ixx) shall not, and shall not permit any of its Subsidiaries to, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 1.0 million in the aggregate or as set forth on Section 5.2(b)(x) of the Parent Disclosure Schedule and, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its Subsidiaries; (xxi) shall not, and shall not permit any of its Subsidiaries to, (A) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement or closing agreement; (E) request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; or (I) surrender any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a Parent Material Adverse Effect; (xi) shall not, and shall not permit any of their respective Subsidiaries to, acquire shares of Company Common Stock; and (xii) shall not agree, in writing or otherwise, to take any of the foregoing actions that are prohibited pursuant to sub-clauses (i) through (xiix) of this Section 5.2(b).

Conduct of Business by Parent and Merger Sub. (a) From and after During the period commencing on the date hereof until and ending on the earlier of the Effective Time or Closing and the Termination Datevalid termination of this Agreement pursuant to its terms, Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to, carry on its business in the ordinary course consistent with past practice, except to the extent that the Stockholder Representative shall otherwise consent in writing or as contemplated by this Agreement (i) including as may be contemplated by the PIPE Investment). Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its SubsidiariesLegal Requirements, (ii) with without the prior written consent of the Company Stockholder Representative (such which consent shall not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of during the Parent Disclosure Schedule, Parent and Merger Sub covenant and agree that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business in all material respects, and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines of business, maintain their respective rights, franchises and Permits and preserve their respective relationships with key customers and suppliers; provided, however, that no action by Parent and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b). (b) Parent and Merger Sub agree with the Company, period commencing on behalf of themselves and Parent’s Subsidiaries, that from the date hereof and prior to ending on the earlier of the Effective Time Closing and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements valid termination of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(b) of the Parent Disclosure Schedulepursuant to its terms, Parent and Merger Sub: (i) shall not amend its articles of association, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documents, other than, in the case of Subsidiaries, in connection with internal restructurings among the Subsidiaries; (ii) shall not, and shall cause its Subsidiaries not permit to, do any of its Subsidiaries tothe following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any of its capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its any capital stockstock or warrant, except (A) for or effect any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (B) with respect to Subsidiaries only, as would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Mergerlike change in capitalization; (iiib) shall notpurchase, and shall not permit redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries that is not directly or indirectly wholly owned toSubsidiaries; (c) other than in connection with the PIPE Investment, grant, issue, deliver, sell, authorize, makepledge or otherwise encumber, declare or pay agree to any dividends on or make any distribution of the foregoing with respect to its outstanding to, any shares of capital stock (whether in cash, assets, or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend its Organizational Documents or form or establish any Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent Parent, as applicable, enter into any “keep well” or its Subsidiaries)other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except (A) dividends or distributions by any Subsidiaries only to Parent or to any wholly owned Subsidiary of Parent in the ordinary course of business consistent with past practice, (B) dividends or distributions by any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date of this Agreement and (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarter; (ivg) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business, or make any loans, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which Parent or any of its Subsidiaries acquires an equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operate, or (B) as made in connection with any transaction among Parent and its wholly owned Subsidiaries or Parent’s wholly owned Subsidiaries; provided, however, that Parent shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (vi) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP (or other applicable accounting standards, SEC rule or policy any interpretation thereof) or applicable LawLegal Requirements, make any change in accounting methods, principles or practices; (viih) shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Parent Ordinary Shares under the Parent Stock Plans, including in respect of the exercise, vesting or settlement of any Parent Stock Awards outstanding on the date of this Agreement, (B) the vesting of Parent Ordinary Shares or for withholding of Taxes with respect to any Parent Stock Awards to the extent provided by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; (viii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in excess of the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee of such indebtedness, except for (A) any indebtedness incurred in the ordinary course of business, (B) any indebtedness among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (C) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereof; (ix) shall not, and shall not permit any of its Subsidiaries to, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its Subsidiaries; (x) shall not, and shall not permit any of its Subsidiaries to, (Ai) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) material election concerning Taxes, enter into any material Tax allocation closing agreement, settle any material Tax sharing agreementclaim or assessment, Tax indemnity agreement, advance pricing agreement or closing agreement; (E) request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent to any extension or waiver of the statute of limitations limitation period applicable to or relating to any material Tax claim or assessment, other than any extension pursuant to an extension to file any Tax Return; (Hii) change its jurisdiction file an amended Tax Return or knowingly surrender a claim for a refund of Tax residenceTaxes; or (Iiii) surrender incur any claim Liability for a material refund of Taxes, if, in the each case of clauses (A) through (G), such action would have a Parent Material Adverse Effect; (xi) shall not, and shall not permit any of their respective Subsidiaries to, acquire shares of Company Common Stock; and (xii) shall not agree, in writing or otherwise, to take any of the foregoing actions that are prohibited pursuant to sub-clauses (i) through (xiiii), other than in the ordinary course; (i) create any material Liens on any material property or assets of this Parent or Merger Sub; (j) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent or Merger Sub; (k) commence, settle or compromise any Legal Proceeding; (l) engage in any material new line of business; (m) amend the Trust Agreement or any other agreement related to the Trust Account; or (n) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 5.2(b)5.2(a) through (m) above.

Conduct of Business by Parent and Merger Sub. (a) From Parent covenants and after agrees that, during the date hereof until Interim Period, except to the earlier of the Effective Time or the Termination Dateextent required by Law, and except (i) as may be required agreed in writing by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), (iii) as may be expressly required or permitted pursuant to this Agreement, Parent shall not do any of the following: (i) amend or propose to amend the Parent Charter except as provided or contemplated in this Agreement; (ii) split, combine, reclassify or required by this Agreement subdivide any shares of stock or other equity securities or ownership interests of Parent or Merger Sub; (iii) declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of Parent or other equity securities or ownership interests in Parent; (iv) as set forth redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of Parent; (v) sell, pledge, lease, assign, transfer dispose of or encumber, or effect a deed in Section 5.2(alieu of foreclosure with respect to, any property or assets, except pledges and encumbrances on property or assets (A) of the Parent Disclosure Schedule, Parent and Merger Sub covenant and agree that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business in all material respects, and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines of business, maintain their respective rights, franchises and Permits and preserve their respective relationships consistent with key customers and suppliers; provided, however, that no action by Parent and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b). (b) Parent and Merger Sub agree with the Company, on behalf of themselves and Parent’s Subsidiaries, that from the date hereof and prior to the earlier of the Effective Time and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(b) of the Parent Disclosure Schedule, Parent and Merger Sub: (i) shall not amend its articles of association, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documents, other than, in the case of Subsidiaries, in connection with internal restructurings among the Subsidiaries; (ii) shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except (A) for any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction past practice or (B) with respect to Subsidiaries only, as that would not reasonably be expected materially adverse to prevent, materially impede or materially delay the consummation assets of the MergerParent on a consolidated basis; (iiiviii) shall not, fail to maintain all financial books and shall not permit records in all material respects in accordance with GAAP (or any of its Subsidiaries that is not directly or indirectly wholly owned to, authorize, make, declare or pay any dividends on interpretation thereof) or make any distribution with respect material change to its outstanding shares methods of capital stock (whether accounting in cash, assets, stock or other securities effect as of Parent or its Subsidiaries)the date hereof, except as required by a change in GAAP (Aor any interpretation thereof) dividends or distributions by in applicable Law, or make any Subsidiaries only to Parent or to any wholly owned Subsidiary of Parent change, other than in the ordinary course of business consistent with past practice, (B) dividends with respect to accounting policies, unless required by GAAP or distributions by any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date of this Agreement and (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarterSEC; (ivix) shall notfail to duly and timely file all material reports and other material documents required to be filed with NASDAQ or any Governmental Entity, subject to extensions permitted by Law or applicable rules and shall not permit any of its Subsidiaries to, regulations; (x) adopt a plan of merger, complete or partial liquidationliquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other bankruptcy reorganization, other than except as contemplated in this Agreement except in a manner that would not reasonably be expected to be adverse to Parent or to prevent or impair the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among ability of Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parentto consummate the Merger; (vxi) shall notexcept for the issuance of up to $1,000,000 of Parent Common Stock pursuant to the Aspire Capital Fund Common Stock Purchase Agreement (a "Permitted Issuance"), and shall not permit issue, sell, or grant any shares of its Subsidiaries toParent's capital stock, make or any acquisition options, warrants, convertible securities or other rights of any other person or business, or make kind to acquire any loans, advances or capital contributions to, or investments in, any other person, with a value in excess shares of $50.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which Parent Parent's or any of its Subsidiaries acquires an Parent's Subsidiaries' capital stock or other equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operate, or (B) as made in connection with any transaction among Parent and its wholly owned Subsidiaries or Parent’s wholly owned Subsidiariesinterests; provided, however, that Parent shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (vi) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or other applicable accounting standards, SEC rule or policy or applicable Law; (vii) shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any may issue shares of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Parent Ordinary Shares under Common Stock upon the Parent Stock Plans, including in respect of the exercise, vesting or settlement of any Parent Stock Awards RSUs or the exercise of any Parent Option or Warrant outstanding on as of the date of this Agreement, (B) the vesting of Parent Ordinary Shares or for withholding of Taxes with respect to any Parent Stock Awards to the extent provided by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; (viii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in excess of the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee of such indebtedness, except for (A) any indebtedness incurred in the ordinary course of business, (B) any indebtedness among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (C) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereof; (ix) shall not, and shall not permit any of its Subsidiaries to, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its Subsidiaries; (x) shall not, and shall not permit any of its Subsidiaries to, (A) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement or closing agreement; (E) request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; or (I) surrender any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a Parent Material Adverse Effect; (xi) shall not, and shall not permit any of their respective Subsidiaries to, acquire shares of Company Common Stock; andor (xii) shall not agreeauthorize, in writing or otherwiseenter into any contract, agreement, commitment or arrangement to take do any of the foregoing actions that are prohibited pursuant to sub-clauses (i) through (xi) of this Section 5.2(b)foregoing.

Conduct of Business by Parent and Merger Sub. (a) From and after the date hereof until of this Agreement and prior to the earlier of the Effective Time or and the Termination Date, if any, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its SubsidiariesLaw, (ii) with the prior written consent of as may be consented to in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), (iii) as may be expressly contemplated required or required expressly permitted by this Agreement or (iv) as set forth in Section 5.2(a6.2(b) of the Parent Disclosure ScheduleLetter, Parent and Merger Sub covenant shall, and agree that the business shall cause each of their Subsidiaries to, and shall, by exercising governance rights of Parent and or any of its Subsidiaries shall be conducted set forth in the organizational documents of any Parent Joint Ventures (to the extent practicable and subject to any applicable fiduciary duties with respect to such Parent Joint Ventures), use reasonable best efforts to cause each of its Parent Joint Ventures to, (A) conduct their business in the ordinary course of business in all material respects, consistent with past practice and Parent and its Subsidiaries shall (B) use commercially reasonable efforts to preserve substantially intact their respective in all material present lines of businessrespects its business organization and to maintain in all material respects existing relations and goodwill with Governmental Entities, maintain their respective rightsemployees, franchises customers, suppliers, creditors and Permits and preserve their respective relationships with key customers and suppliers; provided, however, that no action by Parent and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b)lessors. (b) Without limiting the generality of the foregoing Section 6.2(a), Parent and Merger Sub agree with the Company, on behalf of themselves and Parent’s their Subsidiaries, that from between the date hereof of this Agreement and prior to the earlier of the Effective Time and the Termination Date, except (iA) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its SubsidiariesLaw, (iiB) with the prior written consent of as may be consented to in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), (iiiC) as may be expressly contemplated required or required expressly permitted by this Agreement or (ivD) as set forth in Section 5.2(b6.2(b) of the Parent Disclosure ScheduleLetter, Parent and Merger Sub: (i) shall not amend its articles of association, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documents, other than, in the case of Subsidiaries, in connection with internal restructurings among the Subsidiaries; (ii) Sub shall not, and shall not permit any of its their Subsidiaries to, splitand, combine by exercising governance rights of Parent or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except (A) for any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (B) with respect to Subsidiaries only, as would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger; (iii) shall not, and shall not permit any of its Subsidiaries that is set forth in the organizational documents of any Parent Consolidated Entity (to the extent practicable and subject to any applicable fiduciary duties with respect to such Parent Consolidated Entity) use reasonable best efforts to cause each of its Parent Consolidated Entities not directly or indirectly wholly owned to, authorize, make, declare : (i) authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of Parent or its Subsidiaries), except (A) dividends dividends, dividend equivalents and distributions paid by wholly owned Subsidiaries of Parent or distributions by any Subsidiaries only Parent Consolidated Entities to Parent or to any of its other wholly owned Subsidiaries or Parent Consolidated Entities; (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any of its capital stock, equity interests or other securities in respect of, in lieu of or in substitution for shares of its capital stock or equity interests, except for any such transaction by a wholly owned Subsidiary of Parent or Parent Consolidated Entity which remains a wholly owned Subsidiary or Parent Consolidated Entity, as applicable, after consummation of such transaction; (iii) except as required by a Parent Benefit Plan in effect on the date of this Agreement, (A) (1) increase the base salary, retainer or other fees or any other component of compensation for any current or former director, executive officer, employee or individual independent contractor of Parent or its Subsidiaries (except for increases in the ordinary course of business consistent with past practice), or (2) increase the benefits provided to Parent’s or its Subsidiaries’ current or former directors, executive officers, or employees (other than increases resulting from routine changes to welfare benefit programs); (B) dividends or distributions by enter into any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date employment, change of this Agreement and control, severance (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarter; (iv) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business, or make any loans, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million including new participation in the aggregateParent Severance Plan) or retention agreement with any current or prospective employee, except (A) any loanindividual independent contractor, advance executive officer or capital contribution to or investment in a joint venture, partnership or similar entity in which director of Parent or any of its Subsidiaries acquires an equity interest (except for separation agreements entered into in the ordinary course of business consistent with past practice in connection with the initiation terminations of operations of a particular rig or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operate, employment); (C) except as permitted pursuant to clause (A) or (B) above, enter into, establish, adopt, amend, terminate or waive any rights with respect to, any material Parent Benefit Plan (or any plan, trust, fund, policy or arrangement for the benefit of any current or former directors, executive officers or employees or any of their beneficiaries that would be a material Parent Benefit Plan if it were in existence as made in connection with of the date of this Agreement); (D) take any transaction among Parent and its wholly owned Subsidiaries action to accelerate any payment or benefit, or to accelerate the funding of any payment or benefit, payable or to become payable to Parent’s wholly owned Subsidiariescurrent or former employees, individual independent contractors, executive officers or directors; providedor (E) grant any new Parent Options, however, that Parent shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any Restricted Shares or other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Mergerequity-based incentive awards; (viiv) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or other applicable accounting standardschanges in GAAP, SEC rule or policy rules or applicable Law; (viiv) shall not, adopt any amendments to its charter or bylaws or similar applicable organizational documents (including partnership agreements and shall not permit any of limited liability company agreements); (vi) except for transactions among Parent and its wholly owned Subsidiaries toor among Parent’s wholly owned Subsidiaries, issue, sell, pledge, dispose of, grant of or encumber, encumber or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, otherwise subject to a Lien (other than a Permitted Lien) any shares of its capital stock or other ownership interest in Parent or any of its Subsidiaries or Parent Joint Ventures or any securities convertible into or exchangeable or exercisable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than securities or take any action to cause to be exercisable any otherwise unexercisable Parent Option (A) issuances except as otherwise provided by the terms of Parent Ordinary Shares under this Agreement or the Parent Stock Plans, including in respect of the exercise, vesting or settlement express terms of any unexercisable Parent Stock Awards Option outstanding on the date of this Agreement, including any applicable terms under any applicable employment agreement or severance plan), other than issuances of shares of Parent Common Stock in respect of any exercise of Parent Options or in respect of any dividend equivalent rights granted in respect of any Parent Equity Awards; (vii) except for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, directly or indirectly, purchase, redeem or otherwise acquire any shares of its capital stock or any rights, warrants or options to acquire any such shares, other than the acquisition of shares of Parent Common Stock (A) from a holder of a Parent Option in satisfaction of withholding obligations or in payment of the exercise price or (B) from a holder of Parent Restricted Shares in satisfaction of withholding obligations upon the vesting of such award; (viii) incur, offer, place, arrange, syndicate, assume, guarantee, prepay or otherwise become liable for any indebtedness for borrowed money (directly, contingently or otherwise), except for (1) any indebtedness for borrowed money among Parent Ordinary Shares and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (2) indebtedness for withholding borrowed money incurred in replacement of Taxes any indebtedness (including related premiums and expenses) that may default or come due as a result of the transactions contemplated by this Agreement (provided, that Parent shall consult with respect the Company in connection with any such action) or that is otherwise required to be repaid or repurchased pursuant to its terms prior to the Effective Time, (3) guarantees by Parent of indebtedness for borrowed money of Subsidiaries of Parent or Parent Joint Ventures, which indebtedness is incurred in compliance with this Section 6.2(b), (4) indebtedness for borrowed money incurred under or the issuance of letters of credit under the Parent Credit Facility or pursuant to agreements in effect prior to the execution of this Agreement, including the addition of borrowers or guarantors to the Parent Credit Facility or other agreements, as contemplated by the Parent Credit Facility or such other agreement in effect prior to the execution of this Agreement, (5) letters of credit and bank guarantees in the ordinary course of business, and (6) indebtedness for borrowed money not to exceed $5,000,000 in aggregate principal amount outstanding at any time incurred by Parent or any of its Subsidiaries or any of the Parent Consolidated Entities other than in accordance with clauses (1) through (5), inclusive; (ix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any Parent Stock Awards to Lien (other than Permitted Liens) or otherwise dispose of any portion of its material properties or assets having a fair market value in excess of $5,000,000 in the extent provided by the terms of such awards or aggregate, except (C1) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; , (viii2) shall notpursuant to or contemplated by existing agreements in effect prior to the execution of this Agreement and disclosed or made available to the Company prior to the date of this Agreement, including the addition of borrowers or guarantors to the Parent Credit Facility or other agreements, as contemplated by the Parent Credit Facility or such other agreement in effect prior to the execution of this Agreement, and shall not permit any the granting of its Subsidiaries toLiens to secure obligations thereunder, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in excess substitutions or replacements of collateral thereunder required under the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee respective terms of such indebtednessagreements, except (3) for (A) any indebtedness incurred Liens arising by reason of deposits necessary to obtain standby letters of credit and bank guarantees in the ordinary course of business, (B4) as may be required by applicable Law or any Governmental Entity in order to permit or facilitate the consummation of the transactions contemplated by this Agreement, (5) for Liens to secure the borrowings described in Section 6.2(b)(viii)(5) and (6) sales or dispositions of properties or assets made in the ordinary course of business consistent with past practice (including sales or leases of aircraft); (1) modify, amend, terminate or waive any rights under any Parent Material Contract in any material respect in a manner which is adverse to Parent other than in the ordinary course of business or (2) enter into any Contract that would constitute a Parent Material Contract if entered into prior to the date of this Agreement (other than in the ordinary course of business or in connection with the expiration or renewal of any Parent Material Contract), except Parent may (x) enter into agreements providing for acquisitions or dispositions that are otherwise permitted under clause (ix) or (xiii) and (y) modify, amend, terminate or waive any rights under any maintenance agreement or enter into any maintenance agreement; (xi) except as provided under any agreement entered into prior to the date of this Agreement or set forth in Section 6.2(b) of the Parent Disclosure Letter, voluntarily settle, pay, discharge or satisfy any Action that involves only the payment of monetary damages not in excess of $3,000,000 in the aggregate, excluding from such dollar thresholds amounts covered by any insurance policy of Parent or any of its Subsidiaries or the Parent Consolidated Entities (provided, that in no event shall Parent or any of its Subsidiaries or the Parent Consolidated Entities be prevented from paying, discharging or satisfying (with prior notice to the Company if practicable) any indebtedness judgment and the amount of any such payment, discharge or satisfaction shall not be included in the foregoing dollar thresholds); (1) make, change or revoke any material Tax election, except in the ordinary course of business in a manner consistent with past practice, (2) file any material Tax Return in a manner that is not consistent with past practice or file any material amended Tax Return, (3) change any Tax accounting period or make a material change in any method of Tax accounting, (4) settle or compromise any material Tax liability or any audit or other proceeding relating to a material Tax or surrender any right to claim a material refund of Taxes, (5) seek any Tax ruling from any taxing authority, (6) enter into any “closing agreement” within the meaning of Code Section 7121 (or any similar provision of state, local or foreign Law) with respect to Taxes, or (7) waive or extend the statute of limitations in respect of Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business); (xiii) acquire (by merger, consolidation, purchase of stock or assets or otherwise) or agree to so acquire any entity, business or assets that constitute a business or division of any Person, or any assets from any other Person (excluding ordinary course purchases of goods, products, services and off-the-shelf Intellectual Property), other than acquisitions for consideration (including assumed liabilities) that does not exceed $15,000,000 in the aggregate; (xiv) adopt any plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization of Parent (other than the Merger or in compliance with Section 6.6 and Article VIII of this Agreement); (xv) enter into or amend any material transaction with any Affiliate (other than transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (C) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that the payment of compensation and benefits in the case ordinary course to directors, officers and employees shall not be deemed to be a “transaction” with an Affiliate for purposes of each of clauses this Section 6.2(b)(xv), it being understood that this Section 6.2(b)(xv) (Aincluding this proviso) through (D) such indebtedness does shall not impose or result in any additional restrictions or limitations that would be material read to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereofnarrow Section 6.2(b)(iii); (ixxvi) shall not, and shall not permit any of its Subsidiaries to, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries to take make any material action changes to existing insurance policies and programs (other than make a payment) or impose any material restrictions on its business or the business of any of its Subsidiaries;except as permitted pursuant to Section 6.2(b)(iii)); or (xxvii) shall notagree, and shall not permit any of its Subsidiaries to, (A) make, change resolve or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement or closing agreement; (E) request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent commit to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; or (I) surrender any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a Parent Material Adverse Effect; (xi) shall not, and shall not permit any of their respective Subsidiaries to, acquire shares of Company Common Stock; and (xii) shall not agreedo, in writing or otherwise, to take any of the foregoing actions that are prohibited pursuant to sub-clauses (i) through (xi) of this Section 5.2(b)foregoing.

Conduct of Business by Parent and Merger Sub. (a) From and after During the period from the date hereof of this Agreement and continuing until the earlier of the Effective Time termination of this Agreement pursuant to its terms or the Termination DateClosing, and except (i) as may be required by applicable Law or to the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), (iii) or as may be expressly contemplated or required by this Agreement (including as contemplated by the PIPE Investment or the Domestication), Parent shall, and shall cause its Subsidiaries to, conduct their operations in the ordinary course consistent with past practice and use reasonable best efforts to preserve the present business and operations and goodwill of Parent and its Subsidiaries, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them (iv) as set forth with Parent and its Subsidiaries’ actions taken in Section 5.2(a) response to COVID-19 prior to the date of this Agreement being deemed to be in the ordinary and usual course of business, consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary and usual course of business consistent with past practice; provided, that, during any period of full or partial suspension of operations related to COVID-19, the Parent and its Subsidiaries may take reasonable actions outside of the Parent Disclosure Schedule, Parent ordinary and Merger Sub covenant usual course of business (x) to the extent reasonably necessary to protect the health and agree that safety of the business employees of Parent and its Subsidiaries shall be conducted or (y) in the ordinary course of business in all material respects, response to COVID-19 Measures; and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines of business, maintain their respective rights, franchises and Permits and preserve their respective relationships with key customers and suppliers; provided, howeverfurther, that no that, with respect to any material action taken, or omitted to be taken, by Parent and its Subsidiaries with respect to matters specifically addressed by any provision that is a material change from recent past custom and practice as of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b). (b) Parent and Merger Sub agree with the Company, on behalf of themselves and Parent’s Subsidiaries, that from the date hereof (including, for the avoidance of doubt, recent past custom and prior to the earlier practice in light of the Effective Time and the Termination DateCOVID-19), except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its SubsidiariesSubsidiaries shall, where reasonably practicable, provide prior notice to the Company with respect thereto (iiand where such prior notice has not been provided, provide notice to the Company reasonably promptly thereafter), and, where reasonably practicable, consult with the Company in good faith in connection therewith). Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement (including as contemplated by the PIPE Investment or the Domestication) with or as required by Applicable Legal Requirements, without the prior written consent of the Company (such consent not to be unreasonably withheldCompany, conditioned or delayed), (iii) as may be expressly contemplated or required by during the period from the date of this Agreement or (iv) as set forth in Section 5.2(b) and continuing until the earlier of the Parent Disclosure Scheduletermination of this Agreement pursuant to its terms or the Closing, Parent and Merger Sub: (i) shall not amend its articles of association, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documents, other than, in the case of Subsidiaries, in connection with internal restructurings among the Subsidiaries; (ii) shall not, and shall cause its Subsidiaries not permit to, do any of its Subsidiaries tothe following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, shares, stock, equity securities or property) in respect of any share capital, capital stock (or warrant) or split, combine subdivide, combine, consolidate or reclassify any of its capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its any share capital, capital stockstock or warrant, except (A) for or effect any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (B) with respect to Subsidiaries only, as would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Mergerlike change in capitalization; (iiib) shall notpurchase, and shall not permit redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries that is not directly Subsidiaries; (c) other than in connection with the PIPE Investment or indirectly wholly owned toas otherwise set forth on Schedule 5.02(c) of the Parent Disclosure Letter, grant, issue, deliver, sell, authorize, makepledge or otherwise encumber, declare or pay agree to any dividends on or make any distribution of the foregoing with respect to, any shares of share capital, capital stock or other equity securities or any securities convertible into or exchangeable for shares of share capital, capital stock or other equity securities, or subscriptions, rights, warrants or options to its outstanding acquire any shares of share capital, capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock (whether in cashor other equity securities, assetsor enter into other agreements or commitments of any character obligating it to issue any such shares of share capital, capital stock or other Equity Interests or convertible or exchangeable securities; (d) amend its Charter Documents or form or establish any Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any Equity Interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent Parent, as applicable, enter into any “keep well” or its Subsidiaries)other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except (A) dividends or distributions by any Subsidiaries only to Parent or to any wholly owned Subsidiary of Parent in the ordinary course of business consistent with past practice, (B) dividends or distributions by any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date of this Agreement and (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarter; (iv) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business, or make any loans, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which Parent or any of its Subsidiaries acquires an equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operate, or (B) as made in connection with any transaction among Parent and its wholly owned Subsidiaries or Parent’s wholly owned Subsidiaries; provided, however, that Parent shall notbe permitted to incur Indebtedness (which shall constitute Parent Transaction Costs) from its Affiliates, shareholders and shall not permit stockholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the MergerParent in due course on a non-interest basis and otherwise on arm’s-length terms and conditions and repayable at Closing; (vig) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP (or other applicable any interpretation thereof) or Applicable Legal Requirements, make any change in accounting standardsmethods, SEC rule principles or policy or applicable Lawpractices; (viii) shall not, and shall not permit make or change any material Tax election; (ii) settle or compromise any material Tax liability or claim or assessment for a material amount of its Subsidiaries to, issue, sell, pledge, dispose of, grant Taxes; (iii) change (or encumber, request to change) any method of accounting for Tax purposes; (iv) file an amendment to any material Tax Return; (v) waive or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, extend any shares statute of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Parent Ordinary Shares under the Parent Stock Plans, including limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; (vii) enter into any “closing agreement” as described in Section 7121 of the exercise, vesting Code (or settlement of any Parent Stock Awards outstanding on the date of this Agreement, (Bsimilar Legal Requirement) the vesting of Parent Ordinary Shares or for withholding of Taxes with respect to any Parent Stock Awards to the extent provided by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; Governmental Entity; (viii) shall not, and shall not permit incur any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable liability for any indebtedness for borrowed money in excess of the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee of such indebtedness, except for (A) any indebtedness incurred Taxes other than in the ordinary course of business, ; or (Bix) prepare any indebtedness among Parent and its wholly owned Subsidiaries Tax Return in a manner inconsistent with past practice; (i) create any material Liens on any material property or among Parent’s wholly owned Subsidiaries, (C) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness assets of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereofMerger Sub; (ixj) shall notliquidate, and shall not permit any dissolve, reorganize or otherwise wind up the business or operations of its Subsidiaries to, waive, release, assignParent or Merger Sub; (k) commence, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its SubsidiariesLegal Proceeding; (xl) shall not, and shall not permit engage in any material new line of its Subsidiaries to, (A) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (D) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement or closing agreement; (E) request any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; or (I) surrender any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a Parent Material Adverse Effectbusiness; (xim) shall not, and shall not permit amend the Trust Agreement or any of their respective Subsidiaries to, acquire shares of Company Common Stockother agreement related to the Trust Account; andor (xiin) shall not agree, agree in writing or otherwiseotherwise agree, commit or resolve to take any of the foregoing actions that are prohibited pursuant to sub-clauses (idescribed in Section 5.02(a) through (xim) of this Section 5.2(b)above.

Conduct of Business by Parent and Merger Sub. (a) From and after During the period from the date hereof of this Agreement and continuing until the earlier of the Effective Time termination of this Agreement pursuant to its terms or the Termination DateClosing, Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to carry on its business in the ordinary course, except to the extent that the Company shall otherwise consent in writing or as contemplated by this Agreement (i) including as may be contemplated by the Equity Financing Agreements). Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement or as required by applicable Law or Applicable Legal Requirements (including Pandemic Measures and the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its SubsidiariesWarrant Accounting Issue, (ii) with respectively), without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of during the Parent Disclosure Schedule, Parent and Merger Sub covenant and agree that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business in all material respects, and Parent and its Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective material present lines of business, maintain their respective rights, franchises and Permits and preserve their respective relationships with key customers and suppliers; provided, however, that no action by Parent and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.2(b). (b) Parent and Merger Sub agree with the Company, on behalf of themselves and Parent’s Subsidiaries, that period from the date hereof of this Agreement and prior to continuing until the earlier of the Effective Time and the Termination Date, except (i) as may be required by applicable Law termination of this Agreement pursuant to its terms or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent and its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(b) of the Parent Disclosure ScheduleClosing, Parent and Merger Sub: (i) shall not amend its articles of association, and shall not permit any of its Subsidiaries to adopt any amendments to its certificate of incorporation or bylaws or similar applicable organizational documents, other than, in the case of Subsidiaries, in connection with internal restructurings among the Subsidiaries; (ii) shall not, and shall cause its Subsidiaries not permit to, do any of its Subsidiaries tothe following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any of its capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its any capital stockstock or warrant, except (A) for or effect any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (B) with respect to Subsidiaries only, as would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Mergerlike change in capitalization; (iiib) shall notpurchase, and shall not permit redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries that is not directly or indirectly wholly owned toSubsidiaries; (c) other than in connection with the Equity Financing Agreements, grant, issue, deliver, sell, authorize, makepledge or otherwise encumber, declare or pay agree to any dividends on or make any distribution of the foregoing with respect to its outstanding to, any shares of capital stock (whether in cash, assets, or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend its Charter Documents or form or establish any Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent Parent, as applicable, enter into any “keep well” or its Subsidiaries)other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except (A) dividends or distributions by any Subsidiaries only to Parent or to any wholly owned Subsidiary of Parent in the ordinary course of business consistent with past practice, (B) dividends or distributions by any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date of this Agreement and (C) dividends on Parent Ordinary Shares not to exceed $0.01 per share per quarter; (iv) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Merger and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business, or make any loans, advances or capital contributions to, or investments in, any other person, with a value in excess of $50.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which Parent or any of its Subsidiaries acquires an equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where Parent and its Subsidiaries do not currently operate, or (B) as made in connection with any transaction among Parent and its wholly owned Subsidiaries or Parent’s wholly owned Subsidiaries; provided, however, that Parent shall notbe permitted to incur Indebtedness (which shall constitute Parent Transaction Costs) from its Affiliates and stockholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on a non-interest basis and shall not permit otherwise on arm’s-length terms and conditions and repayable at Closing; (g) except as required by GAAP (or any of its Subsidiaries tointerpretation thereof) or Applicable Legal Requirements, make any acquisition change in accounting methods, principles or practices; (i) make or rescind any material Tax election (ii) settle or compromise any material Tax claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any amendment to any material Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other person than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or business (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or make loans, advances any similar Legal Requirement) with any Governmental Entity; (viii) create any material Liens on any material property or capital contributions to, assets of Parent or investments in, Merger Sub; (ix) incur any liability for Taxes other person than in the ordinary course of business; or (x) take any action or fail to take any action that would reasonably be expected to prevent, materially impair or impede or materially delay the consummation of the MergerIntended Tax Treatment; (vii) shall notliquidate, and shall not permit any dissolve, reorganize or otherwise wind up the business or operations of its Subsidiaries to, materially change financial accounting policies Parent or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or other applicable accounting standards, SEC rule or policy or applicable LawMerger Sub; (viij) shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Parent Ordinary Shares under the Parent Stock Plans, including in respect of the exercise, vesting or settlement of any Parent Stock Awards outstanding on the date of this Agreement, (B) the vesting of Parent Ordinary Shares or for withholding of Taxes with respect to any Parent Stock Awards to the extent provided by the terms of such awards or (C) for transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; (viii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in excess of the amount of available borrowing capacity existing from time to time under Parent’s revolving credit facility described in the Parent SEC Documents or any guarantee of such indebtedness, except for (A) any indebtedness incurred in the ordinary course of business, (B) any indebtedness among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, (C) any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Parent than such existing indebtedness, and (D) any guarantees by Parent of indebtedness of its Subsidiaries or guarantees by such Subsidiaries of indebtedness of Parent or any Subsidiary of Parent, which indebtedness is incurred in compliance with this Section 5.1(b); provided, however, that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Parent and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Parent or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereof; (ix) shall not, and shall not permit any of its Subsidiaries to, waive, release, assigncommence, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of March 31, 2017 included in the Parent SEC Documents or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its SubsidiariesLegal Proceeding; (xk) shall notengage in any material new line of business; (l) amend the Trust Agreement or any other agreement related to the Trust Account; (m) (i) adopt or amend any employee benefit plan, and shall not permit or enter into any of employment contract or collective bargaining agreement other than the LTIP or the ESPP, or (ii) hire any employee or any other individual to provide services to Parent or its Subsidiaries to, Subsidiaries; (An) make, change or revoke any Tax election; (B) change any Tax accounting method; (C) file any amended Tax Return; (Di) enter into any Tax allocation agreementParent Material Contract or other Contract that will not be terminable for convenience on or before Closing without requiring the payment of any amount or any post-Closing liability or obligation, Tax sharing agreement(ii) modify, Tax indemnity agreement, advance pricing agreement amend or closing agreement; (E) request terminate any Tax ruling; (F) settle or compromise any Tax proceeding; (G) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (H) change its jurisdiction of Tax residence; Parent Material Contract or (Iiii) surrender waive, delay the exercise of, release or assign any claim for a material refund of Taxes, if, in the case of clauses (A) through (G), such action would have a rights or claims under any Parent Material Adverse EffectContract; (xio) shall not, and shall not permit make any of their respective Subsidiaries to, acquire shares of Company Common Stockexpenditures utilizing funds in the Trust Account; andor (xiip) shall not agree, agree in writing or otherwiseotherwise agree, commit or resolve to take any of the foregoing actions that are prohibited pursuant to sub-clauses (idescribed in Sections 6.2(a) through (xio) of this Section 5.2(b)above.