Common use of Shares in the Company Clause in Contracts

Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid. 2.2 The Seller is the sole legal and beneficial owner of the Sale Shares and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person. 2.3 No person has any right to require, at any time, the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and neither the Seller nor the Company has agreed to confer any such rights, and no person has claimed any such rights. 2.4 No Encumbrance has been granted to any person or otherwise exists affecting: (a) the Sale Shares; or (b) any unissued shares, debentures or other unissued securities of the Company. No commitment to create any such Encumbrance has been given, nor has any person claimed any right to such an Encumbrance. 2.5 The Company: (a) does not hold or beneficially own, and has not agreed to acquire, any shares, loan capital or any other securities in any company; (b) has not at any time had any subsidiary or subsidiary undertaking; (c) is not, and has not agreed to become, a member of any limited liability partnership, partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); (d) does not control or takes part in the management of any company or business organisation, nor has it agreed to do so; (e) is not, in relation to any company or limited liability partnership registered in the UK, a registrable relevant legal entity within the meaning of section 790C of the CA 2006; or (f) does not have any branch or permanent establishment outside the United Kingdom. 2.6 The Company has not at any time: (a) purchased, redeemed, reduced, forfeited or repaid any of its own share capital; or (b) given any financial assistance in contravention of any applicable law or regulation; or (c) allotted or issued any securities that are convertible into shares. 2.7 No shares in the capital of the Company have been issued, and no transfer of any such shares has been registered, except in accordance with all applicable laws and the memorandum and articles of association of the Company, and all such transfers have been duly stamped (where applicable). 2.8 No warning notice or restrictions notice has been issued under Schedule 1B (Enforcement of disclosure requirements) of the CA 2006 in respect of any shares or voting rights in, or any right to appoint or remove any member of the board of directors of, the Company.

Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid. 2.2 The Seller is the sole legal and beneficial owner of the Sale Shares and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person. 2.3 No person has any right to require, at any time, the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them)) of the Company, and neither the Seller nor the Company has agreed to confer any such rights, and no person has claimed any such rightsright. 2.4 No Encumbrance has been granted to any person or otherwise exists affecting: (a) the Sale Shares; or (b) any unissued shares, debentures or other unissued securities of the Company. No commitment to create any such Encumbrance has been given, nor has any person claimed any right to such an Encumbrancerights. 2.5 The Company: (a) does not hold or beneficially own, and nor has not it agreed to acquire, any shares, loan capital or any other securities in any company;; or (b) has not at any time since 22 January 2014 had any subsidiary subsidiaries or subsidiary undertaking;undertakings; or (c) is not, and not or has not agreed to become, a member of any limited liability partnership, partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations);; or (d) does not control or takes part in the management of any company or business organisation, nor has it agreed to do so; (e) is not, in relation to any company or limited liability partnership registered in the UK, a registrable relevant legal entity within the meaning of section 790C of the CA 2006; or (fe) does not have any branch or permanent establishment establishment, outside the United Kingdomits country of incorporation. 2.6 The Company has not at any timesince 22 January 2014: (a) purchased, redeemed, reduced, forfeited or repaid any of its own share capital; or (b) given any financial assistance in contravention of any applicable law or regulation; or (c) allotted or issued any securities that are convertible into shares. 2.7 No shares in the capital of the Company have been issued, and no transfer of any such shares has been registered, except in accordance with all applicable laws and the memorandum and articles of association of the Company, Company and all such transfers have been duly stamped (where applicable). 2.8 No warning notice or restrictions notice Conexus Inc has been issued under Schedule 1B (Enforcement of disclosure requirements) of the CA 2006 in respect of any shares or voting rights in, or any right to appoint or remove any member of the board of directors of, the Companydissolved and did not trade since its incorporation.

Shares in the Company. 2.1 The Sale Shares constitute Share constitutes the whole of the allotted and issued share capital of the Company Company, has been duly authorised and are validly issued and is fully paid or credited as fully paid. 2.2 The Seller is the sole legal and beneficial owner of the Sale Shares Share and is entitled to transfer the full legal and beneficial title to the Sale Shares Share to the Buyer (which Sale Share shall be free from all EncumbrancesEncumbrances at Closing), without the consent of any person other personthan (i) the Indenture Trustee under that certain Indenture, dated as of November 30, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Indenture”), among inter alia Vantage Drilling International and U.S. Bank National Association, as Trustee and Noteholder Collateral Agent (whose consent shall be obtained before Closing and the obligations of the Company under which Indenture are to be released at Closing) and (ii) the Drilling Customers (which is to be obtained or waived prior to Closing as referred to at paragraphs 1.1(a), 1.2(b) and 1.3(b) of Schedule 3). 2.3 No person has any right to require, require at any time, time the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), ) and neither the Seller nor the Company no person has agreed to confer any such rights, and no person or has claimed any such right and no person is entitled to direct how voting rights in respect of the Sale Share are to be exercised (or any proxy in respect of such voting rights). 2.4 No At Closing, no Encumbrance has been granted to any person or otherwise exists affecting: (a) shall exist affecting the Sale Shares; or (b) Share or any unissued shares, debentures or other unissued securities of the Company. No , and no commitment to create any such Encumbrance has been given (or will be given) (other than pursuant to the Indenture, such Encumbrance to be released at Closing), nor has any person claimed any right to such an Encumbrancerights. 2.5 The Company: (a) does not hold or beneficially own, and has not agreed to acquireacquire and does not have any beneficial interest in, any shares, loan capital or any other securities or interest in any company;company (except for inter-company loans which are repaid on or before Closing); ` Page | 46 of SECTIONPAGES \* MERGEFORMAT 67 (b) has not at any time had any subsidiary or subsidiary undertaking; (c) is not, and has not agreed to become, a member of any limited liability partnership, partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); (c) has no branch or establishment (whether permanent or otherwise) other than its registered office in the Cayman Islands and its branch in Qatar; (d) does not control or takes take part in the management of any company or business organisation, organisation nor has it agreed to do so;; and (e) is not, in relation to has no Subsidiaries (and never has had any company or limited liability partnership registered in the UK, a registrable relevant legal entity within the meaning of section 790C of the CA 2006; or (f) does not have any branch or permanent establishment outside the United KingdomSubsidiaries). 2.6 The Company has not at any time: (a) purchased, redeemed, reduced, repaid or forfeited or repaid any of its own share capital; or (b) , given any financial assistance in contravention of any applicable law or regulation; or (c) regulation or allotted or issued any securities that are convertible into into, or exchangeable for, shares. 2.7 No shares in the capital of the Company have been issued, and no transfer of any such shares has been registered, except in accordance with all applicable laws and the memorandum and articles of association of the Company, Company and all such transfers have been duly stamped (where applicable). 2.8 No warning notice or restrictions notice The Company has been not issued under Schedule 1B (Enforcement of disclosure requirements) of the CA 2006 a share certificate in respect of any shares or voting rights in, or any right to appoint or remove any member of the board of directors of, the CompanySale Share.

Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid. 2.2 The Seller is the sole legal and beneficial owner of the Sale Shares and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person. 2.3 No person has any right to require, at any time, the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and neither the Seller nor the Company has agreed to confer any such rights, and no person has claimed any such rights. 2.4 No Encumbrance has been granted to any person or otherwise exists affecting: (a) the Sale Shares; or (b) any unissued shares, debentures or other unissued securities of the Company. No commitment to create any such Encumbrance has been given, nor has any person claimed any right to such an Encumbrance. 2.5 The CompanyCompany does not: (a) does not hold or beneficially own, and or has not agreed to acquire, any shares, loan capital or any other securities in any company; (b) have any interest in or has not at any time had any subsidiary or subsidiary undertaking; (c) is not, and has not agreed to become, a member of any limited liability partnership, partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); (dc) does not control or takes take part in the management of any company or business organisation, nor has it agreed to do so; (ed) is not, in relation to any company company, or limited liability partnership registered in the UK, have a right to or is a registrable relevant legal entity within the meaning of section 790C of the CA 2006; or (fe) does not have any branch or permanent establishment outside the United Kingdomits country of incorporation. 2.6 The Company has not at any time: (a) purchased, redeemed, reduced, forfeited or repaid any of its own share capital; or; (b) given any financial assistance in contravention of any applicable law or regulation; or (c) allotted or issued any securities that are convertible into shares. 2.7 No shares in the capital of the Company have has been issued, and no transfer of any such shares has been registered, except in accordance with all applicable laws and the memorandum and articles of association of the Company, Company and all such transfers have been duly stamped (where applicable). 2.8 No warning notice or restrictions notice has been issued under Schedule 1B (Enforcement of disclosure requirements) of the CA 2006 in respect of any shares or voting rights in, or any right to appoint or remove any member of the board of directors of, the Company.