Common use of Sale and Purchase of Securities Clause in Contracts

Sale and Purchase of Securities. a. Notwithstanding anything to the contrary contained herein, Escrower shall have the right to sell the Securities or any part thereof but only if all of the following conditions are satisfied: (i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the sale of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell order; (ii) The sale is a bona fide, arms'-length transaction effected for cash on a national securities exchange, through NASDAQ or in an underwritten securities offering; and (iii) Prior to such sale, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such sales) to assure that the proceeds of such sale are promptly deposited with or remain with the Escrow Agent pursuant to this Escrow Agreement. b. Escrower shall have the right to purchase securities listed on a national securities exchange or quoted on NASDAQ (with the exception of unhedged options) using cash constituting a part of the Collateral if all of the following conditions are satisfied: (i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order; (ii) The purchase is a bona fide, arms'-length transaction effected on a national securities exchange or through NASDAQ; (iii) Prior to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and (iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part of the Collateral under this Escrow Agreement.

Sale and Purchase of Securities. a. Notwithstanding anything (a) The Issuer and the Guarantor acknowledge that the Existing Notes have been transferred to Holdings II and that the Existing Notes have been exchanged for Tranche A Notes. The Issuer and the Guarantor further acknowledge that, prior to the contrary contained effectiveness of this Agreement, each Existing Purchaser severally purchased additional Tranche A Notes in the principal amount opposite such Existing Purchasers name on Exhibit E-1 attached hereto, and as a result, the Existing Purchasers have heretofore fully satisfied and discharged their several commitments to purchase notes under the First Amended Purchase Agreement. As set forth in Exhibit E-1, for avoidance of doubt, all Tranche A Notes are Notes under this Agreement and the holders thereof are Holders under this Agreement. (b) Subject to the terms and conditions of the First Amended Purchase Agreement, prior to the Initial Closing, the Issuer has sold to the Existing Purchasers the principal amount of Tranche A Notes set forth opposite such Existing Purchaser’s name on Exhibit E-1 attached hereto and, in consideration for the agreements of each Existing Purchaser set forth in the First Amended Purchase Agreement, the Issuer has issued to such Existing Purchaser the number of Common Shares set forth opposite such Existing Purchaser’s name on Exhibit E-1 attached hereto. (c) Subject to the terms and conditions of this Agreement, at the Initial Closing, the Issuer will issue and sell to the Indigo Purchasers, Holdings III and Holdings III-A, and the Indigo Purchasers, Holdings III and Holdings III-A will, severally and not jointly, at the Initial Closing, purchase from the Issuer the principal amount of Tranche B Notes set forth opposite their respective names on Exhibit E-2 attached hereto at the aggregate purchase price set forth opposite their respective names on Exhibit E-2 attached hereto and, in consideration for the agreements of the Indigo Purchasers set forth herein, Escrower the Issuer shall have issue to the right Indigo Purchasers, at the Initial Closing, the number of Common Shares set forth opposite their respective names on Exhibit E-2 attached hereto at a purchase price of $0.02 per share. (d) Following the Initial Closing, and subject to sell the Securities terms and conditions of this Agreement, if, at any time on or any part thereof but only if before the earlier of (i) the consummation of an Initial Public Offering, (ii) the consummation of a Change in Control or (iii) December 31, 2008, the Issuer’s Unrestricted Cash Balance on the last day of a calendar month is less than $35,000,000, the Issuer shall notify the Tranche B Purchasers in writing of the Unrestricted Cash Balance as of such date. Following such written notice, the Indigo Purchasers may elect to require that all of the following conditions are satisfied: (i) Escrower delivers Tranche B Purchasers purchase additional Tranche B Notes by providing written notice to Escrowee each of the Tranche B Purchasers of such election, which notice shall specify the proposed Closing Date and the Escrow Agent written notice with respect to the sale aggregate principal amount of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell order; (ii) The sale is a bona fide, arms'-length transaction effected for cash on a national securities exchange, through NASDAQ or in an underwritten securities offering; and (iii) Prior to such sale, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance Tranche B Notes to be applicable to purchased at such Closing; provided that (w) the aggregate purchase price of all such sales) to assure that the proceeds of such sale are promptly deposited with or remain with the Escrow Agent Tranche B Notes purchased pursuant to this Escrow Agreement. b. Escrower Section 2.2(c) shall have the right to not exceed sixteen million eight hundred thousand dollars ($16,800,000), (x) a Tranche B Purchaser shall purchase securities listed on a national securities exchange or quoted on NASDAQ at least one million dollars (with the exception $1,000,000) in principal amount of unhedged options) using cash constituting a part of the Collateral if all of the following conditions are satisfied: (i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order; (ii) The purchase is a bona fide, arms'-length transaction effected on a national securities exchange or through NASDAQ; (iii) Prior to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent Tranche B Notes at any Closing pursuant to this Escrow Agreement; andSection 2.2(d) and (y) no Tranche B Purchaser shall be obligated to purchase additional Tranche B Notes at a Closing pursuant to this Section 2.2(d) unless the other Tranche B Purchaser(s) purchase all additional Tranche B Notes required to be purchased by such Tranche B Purchaser(s) pursuant to this Section 2.2(d) in such Closing. The Tranche B Purchasers shall purchase the Tranche B Notes, severally and not jointly, in accordance with the relative percentages set forth opposite such Tranche B Purchasers’ names on Exhibit F attached hereto. (ive) Escrower delivers to Escrow Agent The Issuer and the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part Purchasers agree that the Issuer and the Purchasers, as well as any subsequent holder of any of the Collateral under this Escrow AgreementSecurities, shall for all purposes, including the preparation of Tax Returns, ascribe such value to the Securities as set forth herein. (f) For avoidance of doubt, upon consummation of the Securities purchases described herein, no Purchaser shall have any obligation to the Issuer to purchase additional Securities.

Sale and Purchase of Securities. a. Notwithstanding anything On the basis of the representations and warranties herein contained and subject to the contrary contained hereinterms and conditions herein set forth, Escrower shall have (a) the right Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $____ per Security, the number of Underwritten Securities or any part thereof but only if all set forth on Schedule A opposite the names of such Underwriters, and (b) in the event the Underwriters exercise their option to purchase Option Securities, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company at the same price set forth in clause (a) of this Section 3, that portion of the following conditions are satisfied: Option Securities as to which such option to purchase was exercised, and each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (isubject to such adjustments to eliminate fractional Securities as the Underwriters may determine) Escrower delivers to Escrowee and that bears the Escrow Agent written notice with respect same proportion to the sale total number of specifically identified Option Securities prior to, concurrently with or promptly after the placement of a sell order; (ii) The sale is a bona fide, arms'-length transaction effected for cash on a national securities exchange, through NASDAQ or in an underwritten securities offering; and (iii) Prior to such sale, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all purchased at such sales) to assure that Option Closing Time as the proceeds number of Underwritten Securities set forth on Schedule A opposite the name of such sale are promptly deposited with or remain with Underwriter bears to the Escrow Agent pursuant total number of Underwritten Securities. The Company hereby grants to this Escrow Agreement. b. Escrower shall have the Underwriters the right to purchase securities listed on a national securities exchange or quoted prior to the 30th calendar day immediately following, and including, the date hereof, up to _____ Option Securities, at the same purchase price as set forth in the first paragraph of this Section 3(a), for the sole purpose of covering over-allotments. Any such election to purchase Option Securities shall be exercised only by written notice from the Representatives to the Company, received by the Company at least one Business Day prior to the date on NASDAQ (with which such Option Securities are to be delivered, setting forth the exception number of unhedged options) using cash constituting a part of the Collateral if all of the following conditions are satisfied: (i) Escrower delivers Option Securities to Escrowee be purchased and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order; (ii) The purchase is a bona fide, arms'-length transaction effected date on a national securities exchange or through NASDAQ; (iii) Prior to which such purchase, Escrower makes such arrangements as Option Securities are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that delivered, as determined by the certificates evidencing Representatives, but in no event earlier than the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and (iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part of the Collateral under this Escrow AgreementClosing Time.

Sale and Purchase of Securities. a. Notwithstanding anything On the terms and subject to the contrary conditions contained hereinin this Agreement, Escrower the Parent agrees to cause DEGI and Dresser Industries to engage at the First Closing in the following transactions, and the Acquiror agrees to engage and to cause the Transitory Merger Sub to engage at the First Closing in the following transactions: HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 2 (a) The Acquiror shall have purchase from Transitory Merger Sub, upon original issue, common stock of Transitory Merger Sub for cash in an amount in U.S. Dollars (which the right Acquiror estimates will be approximately $400,000,000) equal to sell at least the Securities Purchase Price, plus fees and expenses incurred by the Acquiror in connection with the transactions contemplated hereby (other than fees or any part thereof but only if all discounts related to the Loan) less the Loan (the "Investment"); (b) DEGI shall borrow an amount in cash in U.S. Dollars equal to at least $970,000,000 (nine hundred seventy million dollars) (the net proceeds to DEGI pursuant to this clause (b), being the "Loan"), comprised of (i) borrowings from a syndicate of Lenders on Terms contemplated by the Commitment Letter Term Sheet attached to the Bank Commitment Letter and (ii) the proceeds from the issuance of senior subordinated notes in a private placement of such notes or borrowings from a syndicate of Lenders on the Terms contemplated by the Commitment Letter Term Sheet attached to the Bridge Commitment Letter; and (c) The Acquiror and the Parent shall cause the merger (the "Merger") of Transitory Merger Sub with and into DEGI, which shall be the corporation surviving the Merger, to be effected through execution and delivery of the following conditions are satisfiedMerger Agreement and the filing thereof with the Secretary of State of Delaware, pursuant to which: (i) Escrower delivers All the issued and outstanding capital stock of Transitory Merger Sub shall be converted into an aggregate number of shares of common stock of DEGI ("DEGI Common Stock") equal to Escrowee and (i) the Escrow Agent written notice with respect total number of shares of DEGI Common Stock outstanding immediately prior to the sale of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell orderMerger multiplied by (ii) 0.949; (ii) The sale is a bona fidesubject to the provisions of clause (iii) of this subsection (c), arms'-length transaction effected for the number of shares of DEGI Common Stock owned by Dresser Industries equal to (i) the total number of shares of DEGI Common Stock outstanding immediately prior to the Merger multiplied by (ii) 0.949 shall be converted into the right to receive cash on a national securities exchange, through NASDAQ or in an underwritten securities offeringaggregate amount equal to (A) the DEGI Group Preliminary Purchase Price Percentage times the Preliminary Purchase Price as adjusted by (B) a portion of the Purchase Price Adjustment determined in accordance with the Allocation Procedures (the "Merger Consideration") (with the balance of the shares of DEGI Common Stock owned by Dresser Industries to remain outstanding); and (iii) Prior to such saleif any Management Shares are outstanding at the effective date of the Merger, Escrower makes such arrangements as are reasonably acceptable to Escrowee and then (A) the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such sales) to assure that the proceeds number of such sale are promptly deposited with or remain with the Escrow Agent pursuant to this Escrow Agreement. b. Escrower shall have shares of DEGI Common Stock converted into the right to purchase securities listed on a national securities exchange or quoted on NASDAQ (with the exception of unhedged options) using receive cash constituting a part of the Collateral if all of the following conditions are satisfied: (i) Escrower delivers pursuant to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order; clause (ii) The purchase is of this subsection (c) shall be increased by a bona fide, arms'-length transaction effected on number equal to the number of Management Shares and (B) the consideration payable to Dresser HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 3 Industries in connection with the Merger shall be increased by the amount of the cash consideration received by DEGI against the issuance of such Management Shares. (d) Any Management Shares issued by DEGI prior to the First Closing shall be sold to management employees at a national securities exchange or through NASDAQ; price per share not less than an amount equal to the Merger Consideration plus the BV Consideration divided by the number of shares of DEGI Common Stock to be converted by Dresser Industries in the Merger as determined pursuant to clause (ii) of subsection 2.01(c) before giving effect to clause (iii) Prior to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and (iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part of the Collateral under this Escrow Agreementsubsection 2.01(c).

Sale and Purchase of Securities. a. Notwithstanding anything On the terms and subject ------------------------------- to the contrary conditions contained hereinin this Agreement, Escrower the Parent agrees to cause DEGI and Dresser Industries to engage at the First Closing in the following transactions, and the Acquiror agrees to engage and to cause the Transitory Merger Sub to engage at the First Closing in the following transactions: (a) The Acquiror shall have purchase from Transitory Merger Sub, upon original issue, common stock of Transitory Merger Sub for cash in an amount in U.S. Dollars (which the right Acquiror estimates will be approximately $400,000,000) equal to sell at least the Securities Purchase Price, plus fees and expenses incurred by the Acquiror in connection with the transactions contemplated hereby (other than fees or any part thereof but only if all discounts related to the Loan) less the Loan (the "Investment"); (b) DEGI shall borrow an amount in cash in U.S. Dollars equal to at least $970,000,000 (nine hundred seventy million dollars) (the net proceeds to DEGI pursuant to this clause (b), being the "Loan"), comprised of (i) Halliburton Company Agreement and Plan of Recapitalization borrowings from a syndicate of Lenders on Terms contemplated by the Commitment Letter Term Sheet attached to the Bank Commitment Letter and (ii) the proceeds from the issuance of senior subordinated notes in a private placement of such notes or borrowings from a syndicate of Lenders on the Terms contemplated by the Commitment Letter Term Sheet attached to the Bridge Commitment Letter; and (c) The Acquiror and the Parent shall cause the merger (the "Merger") of Transitory Merger Sub with and into DEGI, which shall be the corporation surviving the Merger, to be effected through execution and delivery of the following conditions are satisfiedMerger Agreement and the filing thereof with the Secretary of State of Delaware, pursuant to which: (i) Escrower delivers All the issued and outstanding capital stock of Transitory Merger Sub shall be converted into an aggregate number of shares of common stock of DEGI ("DEGI Common Stock") equal to Escrowee and (i) the Escrow Agent written notice with respect total number of shares of DEGI Common Stock outstanding immediately prior to the sale of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell orderMerger multiplied by (ii) 0.949; (ii) The sale is a bona fidesubject to the provisions of clause (iii) of this subsection (c), arms'-length transaction effected for the number of shares of DEGI Common Stock owned by Dresser Industries equal to (i) the total number of shares of DEGI Common Stock outstanding immediately prior to the Merger multiplied by (ii) 0.949 shall be converted into the right to receive cash on a national securities exchange, through NASDAQ or in an underwritten securities offeringaggregate amount equal to (A) the DEGI Group Preliminary Purchase Price Percentage times the Preliminary Purchase Price as adjusted by (B) a portion of the Purchase Price Adjustment determined in accordance with the Allocation Procedures (the "Merger Consideration") (with the balance of the shares of DEGI Common Stock owned by Dresser Industries to remain outstanding); and (iii) Prior to such saleif any Management Shares are outstanding at the effective date of the Merger, Escrower makes such arrangements as are reasonably acceptable to Escrowee and then (A) the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such sales) to assure that the proceeds number of such sale are promptly deposited with or remain with the Escrow Agent pursuant to this Escrow Agreement. b. Escrower shall have shares of DEGI Common Stock converted into the right to purchase securities listed on a national securities exchange or quoted on NASDAQ (with the exception of unhedged options) using receive cash constituting a part of the Collateral if all of the following conditions are satisfied: (i) Escrower delivers pursuant to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order; clause (ii) The purchase is of this subsection (c) shall be increased by a bona fide, arms'-length transaction effected on number equal to the number of Management Shares and (B) the consideration payable to Dresser Industries in connection with the Merger shall be increased by the amount of the cash consideration received by DEGI against the issuance of such Management Shares. (d) Any Management Shares issued by DEGI prior to the First Closing shall be sold to management employees at a national securities exchange or through NASDAQ; price per share not less than an amount equal to the Merger Consideration plus the BV Consideration divided by the number of shares of DEGI Common Stock to be converted by Dresser Industries in the Merger as determined pursuant to clause (ii) of subsection 2.01(c) before giving effect to clause (iii) Prior to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee of subsection 2.01(c). Halliburton Company Agreement and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and (iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part Plan of the Collateral under this Escrow Agreement.Recapitalization

Sale and Purchase of Securities. a. Notwithstanding anything The Issuers will issue and exchange or ------------------------------- sell to you and, subject to the contrary terms and conditions hereof and in reliance upon the representations and warranties of the Issuers contained hereinherein and in the other Operative Documents, Escrower you will exchange and purchase from the Issuers, at the Closing, as specified in section 3, such Securities as are specified on that portion of Schedule I attached hereto as is applicable to you; provided that the ---------- -------- Note Issuers shall have specified the right aggregate principal amount of the Senior Bridge Notes to sell be issued and sold at the Closing by written notice delivered to you at least two Business Days prior to the Closing Date. The Purchased A Shares, Purchased B Shares and Purchased G Shares shall be issued and exchanged at the Closing against delivery for cancellation of the Apollo A Shares, the Apollo B Shares and the Warrants, respectively. The Senior Term Notes, Senior Revolving Credit Notes and Subordinated Notes shall be issued and exchanged at the Closing against delivery for cancellation of the Intermetrics Senior Term Notes, Intermetrics Senior Revolving Credit Notes and Intermetrics Subordinated Notes, respectively. The purchase price of the Senior Bridge Notes to be issued at the Closing shall be 100% of the principal amount thereof. The Issuers, you and each of the Other Purchasers agree that the values ascribed to the Securities or (which values shall be used by the Issuers, you and the Other Purchasers, as well as any part thereof but only if all subsequent holder of any of the following conditions are satisfied: (iSecurities, for all purposes, including the preparation of tax returns) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the sale of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell order; (ii) The sale is a bona fide, arms'-length transaction effected for cash on a national securities exchange, through NASDAQ or shall be determined in an underwritten securities offering; and (iii) Prior to such sale, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such sales) to assure that the proceeds of such sale are promptly deposited with or remain accordance with the Escrow Agent pursuant to this Escrow Agreementforegoing and, if applicable, the values specified in section 2 of Existing Securities Purchase Agreements. b. Escrower shall have the right to purchase securities listed on a national securities exchange or quoted on NASDAQ (with the exception of unhedged options) using cash constituting a part of the Collateral if all of the following conditions are satisfied: (i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order; (ii) The purchase is a bona fide, arms'-length transaction effected on a national securities exchange or through NASDAQ; (iii) Prior to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and (iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part of the Collateral under this Escrow Agreement.

Sale and Purchase of Securities. a. Notwithstanding anything On the terms and subject to the contrary conditions contained hereinin this Agreement, Escrower the Parent agrees to cause DEGI and Dresser Industries to engage at the First Closing in the following transactions, and the Acquiror agrees to engage and to cause the Transitory Merger Sub to engage at the First Closing in the following transactions: HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION (a) The Acquiror shall have purchase from Transitory Merger Sub, upon original issue, common stock of Transitory Merger Sub for cash in an amount in U.S. Dollars (which the right Acquiror estimates will be approximately $400,000,000) equal to sell at least the Securities Purchase Price, plus fees and expenses incurred by the Acquiror in connection with the transactions contemplated hereby (other than fees or any part thereof but only if all discounts related to the Loan) less the Loan (the "Investment"); (b) DEGI shall borrow an amount in cash in U.S. Dollars equal to at least $970,000,000 (nine hundred seventy million dollars) (the net proceeds to DEGI pursuant to this clause (b), being the "Loan"), comprised of (i) borrowings from a syndicate of Lenders on Terms contemplated by the Commitment Letter Term Sheet attached to the Bank Commitment Letter and (ii) the proceeds from the issuance of senior subordinated notes in a private placement of such notes or borrowings from a syndicate of Lenders on the Terms contemplated by the Commitment Letter Term Sheet attached to the Bridge Commitment Letter; and (c) The Acquiror and the Parent shall cause the merger (the "Merger") of Transitory Merger Sub with and into DEGI, which shall be the corporation surviving the Merger, to be effected through execution and delivery of the following conditions are satisfiedMerger Agreement and the filing thereof with the Secretary of State of Delaware, pursuant to which: (i) Escrower delivers All the issued and outstanding capital stock of Transitory Merger Sub shall be converted into an aggregate number of shares of common stock of DEGI ("DEGI Common Stock") equal to Escrowee and (i) the Escrow Agent written notice with respect total number of shares of DEGI Common Stock outstanding immediately prior to the sale of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell orderMerger multiplied by (ii) 0.949; (ii) The sale is a bona fidesubject to the provisions of clause (iii) of this subsection (c), arms'-length transaction effected for the number of shares of DEGI Common Stock owned by Dresser Industries equal to (i) the total number of shares of DEGI Common Stock outstanding immediately prior to the Merger multiplied by (ii) 0.949 shall be converted into the right to receive cash on a national securities exchange, through NASDAQ or in an underwritten securities offeringaggregate amount equal to (A) the DEGI Group Preliminary Purchase Price Percentage times the Preliminary Purchase Price as adjusted by (B) a portion of the Purchase Price Adjustment determined in accordance with the Allocation Procedures (the "Merger Consideration") (with the balance of the shares of DEGI Common Stock owned by Dresser Industries to remain outstanding); and (iii) Prior to such saleif any Management Shares are outstanding at the effective date of the Merger, Escrower makes such arrangements as are reasonably acceptable to Escrowee and then (A) the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such sales) to assure that the proceeds number of such sale are promptly deposited with or remain with the Escrow Agent pursuant to this Escrow Agreement. b. Escrower shall have shares of DEGI Common Stock converted into the right to purchase securities listed on a national securities exchange or quoted on NASDAQ (with the exception of unhedged options) using receive cash constituting a part of the Collateral if all of the following conditions are satisfied: (i) Escrower delivers pursuant to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order; clause (ii) The purchase is of this subsection (c) shall be increased by a bona fide, arms'-length transaction effected on a national securities exchange or through NASDAQ; (iii) Prior number equal to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and (iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part number of the Collateral under this Escrow Agreement.HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION

Sale and Purchase of Securities. a. Notwithstanding anything On the terms and subject to the contrary conditions contained hereinin this Agreement, Escrower the Parent agrees to cause DEGI and Dresser Industries to engage at the First Closing in the following transactions, and the Acquiror agrees to engage and to cause the Transitory Merger Sub to engage at the First Closing in the following transactions: HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION (a) The Acquiror shall have purchase from Transitory Merger Sub, upon original issue, common stock of Transitory Merger Sub for cash in an amount in U.S. Dollars (which the right Acquiror estimates will be approximately $400,000,000) equal to sell at least the Securities Purchase Price, plus fees and expenses incurred by the Acquiror in connection with the transactions contemplated hereby (other than fees or any part thereof but only if all discounts related to the Loan) less the Loan (the "Investment"); (b) DEGI shall borrow an amount in cash in U.S. Dollars equal to at least $970,000,000 (nine hundred seventy million dollars) (the net proceeds to DEGI pursuant to this clause (b), being the "Loan"), comprised of (i) borrowings from a syndicate of Lenders on Terms contemplated by the Commitment Letter Term Sheet attached to the Bank Commitment Letter and (ii) the proceeds from the issuance of senior subordinated notes in a private placement of such notes or borrowings from a syndicate of Lenders on the Terms contemplated by the Commitment Letter Term Sheet attached to the Bridge Commitment Letter; and (c) The Acquiror and the Parent shall cause the merger (the "Merger") of Transitory Merger Sub with and into DEGI, which shall be the corporation surviving the Merger, to be effected through execution and delivery of the following conditions are satisfiedMerger Agreement and the filing thereof with the Secretary of State of Delaware, pursuant to which: (i) Escrower delivers All the issued and outstanding capital stock of Transitory Merger Sub shall be converted into an aggregate number of shares of common stock of DEGI ("DEGI Common Stock") equal to Escrowee and (i) the Escrow Agent written notice with respect total number of shares of DEGI Common Stock outstanding immediately prior to the sale of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell orderMerger multiplied by (ii) 0.949; (ii) The sale is a bona fidesubject to the provisions of clause (iii) of this subsection (c), arms'-length transaction effected for the number of shares of DEGI Common Stock owned by Dresser Industries equal to (i) the total number of shares of DEGI Common Stock outstanding immediately prior to the Merger multiplied by (ii) 0.949 shall be converted into the right to receive cash on a national securities exchange, through NASDAQ or in an underwritten securities offeringaggregate amount equal to (A) the DEGI Group Preliminary Purchase Price Percentage times the Preliminary Purchase Price as adjusted by (B) a portion of the Purchase Price Adjustment determined in accordance with the Allocation Procedures (the "Merger Consideration") (with the balance of the shares of DEGI Common Stock owned by Dresser Industries to remain outstanding); and (iii) Prior to such saleif any Management Shares are outstanding at the effective date of the Merger, Escrower makes such arrangements as are reasonably acceptable to Escrowee and then (A) the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such sales) to assure that the proceeds number of such sale are promptly deposited with or remain with the Escrow Agent pursuant to this Escrow Agreement. b. Escrower shall have shares of DEGI Common Stock converted into the right to purchase securities listed on a national securities exchange or quoted on NASDAQ (with the exception of unhedged options) using receive cash constituting a part of the Collateral if all of the following conditions are satisfied: (i) Escrower delivers pursuant to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order; clause (ii) The purchase is of this subsection (c) shall be increased by a bona fide, arms'-length transaction effected on number equal to the number of HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION Management Shares and (B) the consideration payable to Dresser Industries in connection with the Merger shall be increased by the amount of the cash consideration received by DEGI against the issuance of such Management Shares. (d) Any Management Shares issued by DEGI prior to the First Closing shall be sold to management employees at a national securities exchange or through NASDAQ; price per share not less than an amount equal to the Merger Consideration plus the BV Consideration divided by the number of shares of DEGI Common Stock to be converted by Dresser Industries in the Merger as determined pursuant to clause (ii) of subsection 2.01(c) before giving effect to clause (iii) Prior to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and (iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part of the Collateral under this Escrow Agreementsubsection 2.01(c).