Common use of Terms Defined Elsewhere Clause in Contracts

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii) Agreement Preamble Bankruptcy Cases Section 5.9 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Section 1.1(f)(iii) Company Shares Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Recitals Termination Payment Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Adverse Recommendation Change Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii6.02(c) Agreement Preamble Bankruptcy Cases Alternative Acquisition Agreement Section 5.9 6.02(c) Arbitrator Section 10.08(b) Assumed Option Section 3.03(b) Base Premium Section 7.05(d) Benefit Plan Section 4.15(b) BlueCity Holdings Limited Section 2.06 Closing Section 2.02 Closing Date Section 2.02 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Equity Interests Section 1.1(f)(iii4.02(b) Company Group Section 9.02(h) Company Termination Fee Section 9.02(e) Competing Proposal Section 6.02(g) Covered Persons Section 7.05(a) Deposit Agreement Section 3.05 Depositary Section 3.05 Dissenting Shareholders Section 3.06(a) Dissenting Shares Recitals D&O Insurance Section 5.4(c3.06(a) Effective Time Section 2.03 Enforceability Limitations Exceptions Section 2.3(b4.03 Equity Commitment Letter Section 5.05(a) Equity Award Cash Consideration Financing Section 1.1(h5.05(a) Equity Award Xxxxxx Payment Exchange Ratio Section 1.1(h3.03(b) Exculpation and Financial Statements Section 4.06(b) HKIAC Section 10.08(b) HKIAC Rules Section 10.08(b) Indemnification Agreements Section 5.4(b7.05(a) Indemnified Insurance Policies Section 4.18 Intervening Event Section 6.02(e) Legal Proceeding Section 5.08 Limited Guarantee Recitals Material Contracts Section 4.16(a)(xiv) Merger Recitals Merger Consideration Section 3.02(a) Merger Consideration Fund Section 3.02(a) Merger Sub Preamble Nasdaq Section 4.02(c) Non-Required Remedy Section 7.02(d) Operating Subsidiary Section 4.16(a)(xi) Parent Preamble Parent Group Section 9.02(h) Parent Termination Fee Section 9.02(f) Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Preamble Party Preamble Paying Agent Section 3.02(a) Per Member Xxxxxx Payable Amount ADS Merger Consideration Section 1.1(f)(i3.01(b) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Merger Consideration Section 1.1(a)(ii3.01(a) Tendering Members Plan of Merger Section 2.03 PRC Subsidiaries Section 4.09(a) Proxy Statement Section 4.05 Record ADS Holders Section 6.04(a) Record Date Section 6.04(a) Registrar of Companies Section 2.03 Rollover Shareholders Recitals Termination Payment Sxxxxxxx-Xxxxx Act Section 6.2(b4.06(a) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Schedule 13E-3 Section 6.03(a) SEC Documents Section 4.06(a) Securities Act Section 4.06(a) Share Certificates Section 3.02(b)(i) Social Insurance Section 4.15(k) Special Committee Recitals Superior Proposal Section 6.02(h) Support Agreement Recitals Surviving Company Section 2.01 Takeover Statute Section 4.23 Tax Returns Section 4.13(a) Transaction Litigation Section 7.08 Transactions Recitals U.S. GAAP Section 4.06(b) Uncertificated Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attachedSection 3.02(b)(i) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):VIE Contracts Section 4.09(c)

Terms Defined Elsewhere. The For purposes of this Agreement, the following terms are defined elsewhere (as capitalized below) will have the following meanings when used in this Agreement, as indicated below: Acceptance Time Action Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii5.10(b) Agreement Preamble Bankruptcy Cases Appraisal Rights Section 5.9 Company Preamble Company 2.1(b) Board of Directors Recitals Book-Entry Shares Section 2.2(a) Cancelled Shares Section 2.1(a)(ii) Certificate of Merger Section 1.3 Certificates Section 2.2(a) Change of Recommendation Section 5.4(e) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(b)(iii) Common Stock Section 2.1(a)(i) Company Board Recommendation Recitals Preamble Company Disclosure Letter Article II 3 Company Employees Section 5.6(a) Company Post-Signing RSU Award Section 2.3(c) Company Related Parties Section 7.3(a) Company SEC Reports Section 3.5(a) Company Stockholders’ Meeting Section 5.5(b) Company Termination Fee Section 7.3(a) Confidentiality Agreement Section 5.3(b) Development Real Property Section 3.9(e) DFARS Section 3.20(c) DGCL Recitals Dissenting Shares Section 2.1(b) EAR Section 3.15(d) XXXXX Article 3 Effective Time Section 1.3 End Date Section 7.1(b) ESPP Section 3.2(b)(i) Exchange Fund Section 2.2(a) Filed SEC Reports Article 3 Financing Amounts Section 4.12 HSR Act Section 3.4 Indemnified Party Section 1.1(f)(iii5.10(b) Company Shares Intervening Event Notice Section 5.4(f) Leases Section 3.9(a) Legal Restraint Section 6.1(b) Major Customer Section 3.13(a) Major Supplier Section 3.13(b) Material Contract Section 3.11(a) Maximum Amount Section 5.10(c) Measurement Time Section 3.2(a) Merger Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Merger Consideration Section 1.1(h2.1(a)(i) Equity Award Xxxxxx Payment Merger Sub Preamble New Plans Section 1.1(h5.6(b) Exculpation and Indemnification Agreements Old Plans Section 5.4(b5.6(b) Indemnified Parties Owned Real Property Section 5.4(a3.9(a) Annex A-5 Xxxxxx Parent Preamble Parent Approvals Section 1.1(f)(iii4.2(b) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Parent Disclosure Letter Article III Tail Period 4 Parent Material Adverse Effect Section 5.4(c4.1 Parent Related Parties Section 7.3(a) Tender Offer Consideration Parent RSU Award Section 1.1(a)(ii2.3(c)(i) Tendering Members Recitals Paying Agent Section 2.2(a) Proposed Dissenting Shares Section 2.1(b) Recommendation Section 3.3 Remedial Action Section 5.7(b) Representatives Section 5.3(a) Required Company Stockholder Vote Section 3.23 Sexual Misconduct Allegation Section 3.18(c) Share Section 2.1(a)(i) Specified Approvals Section 3.4 Standards Organization Section 3.10(b) Superior Proposal Notice Section 5.4(e) Surviving Corporation Section 1.1 Takeover Statute Section 3.22 Termination Payment Date Section 6.2(b5.1(a) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):WARN Act Section 3.18(a)

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii2.01(e) Agreement Preamble Bankruptcy Cases Alternative Financing Section 5.9 8.09(b) Alternative Financing Documents Section 8.09(b) Arbitrator Section 11.08(b) Base Premium Section 8.04(d) Change in the Company Recommendation Section 7.02(b) Closing Section 3.02 Closing Date Section 3.02 Company Preamble Company Board of Directors Recitals Company Board Actions Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Equity Interests Section 1.1(f)(iii5.02(a) Company Shares Recitals D&O Insurance Group Section 5.4(c10.02(d) Company Termination Fee Section 10.02(b) Competing Proposal Section 7.02(d) Competition Laws Section 5.05 Covered Persons Section 8.04(a) Debt Commitment Letter Section 6.05(a) Debt Financing Source Section 6.05(a) Deposit Agreement Section 4.05 Depositary Section 4.05 Effective Time Section 3.03 Enforceability Limitations Exceptions Section 2.3(b5.03(a) Equity Award Cash Consideration Expiration Time Section 1.1(h2.01(c)(ii)(B) Equity Award Xxxxxx Payment Financing Section 1.1(h6.05(a) Exculpation and Financing Condition Annex A Financing Document Section 8.09(b) GAAP Section 5.06(b) Governmental Entity Section 5.05 HKIAC Section 11.08(b) HKIAC Rules Section 11.08(b) Indemnification Agreements Section 5.4(b8.04(a) Indemnified Parties Intervening Event Section 5.4(a7.02(g) Intervening Event Termination Section 7.02(g) Legal Proceeding Section 6.06 Xxx Preamble Merger Recitals Merger Consideration Section 4.02(a) Minimum Condition Annex A-5 Xxxxxx A Non-Required Remedy Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii8.02(e) Offer Recitals Offer Conditions Section 1.1(a)(iv2.01(a) Offer to Purchase Documents Section 1.1(a)(iii2.01(f) Outside Date Offer Price Recitals Parent Preamble Parent Termination Fee Section 6.1(d10.02(c) Parties Preamble Party Preamble Paying Agent Section 4.02(a) Payment Fund Section 4.02(a) Per Member Xxxxxx Payable Amount ADS Merger Consideration Section 1.1(f)(i4.01(b) Per Share Xxxxxx Payable Merger Consideration Section 4.01(a) Plan of Merger Section 3.03 Required Amount Section 1.1(f)(ii6.05(c) Process Agent Xxxxxxxx-Xxxxx Act Section 7.9(c5.06(a) Prospector Rig Acquisition Schedule TO Section 5.9 Purchaser 2.01(f) Schedule 13E-3 Section 2.02(b) Schedule 14D-9 Section 2.02(b) SEC Documents Section 5.06(a) Securities Act Section 5.06(a) Share Certificates Section 4.02(b)(i) Special Committee Recitals Special Committee Recommendation Recitals Super ROI Preamble Purchaser Disclosure Letter Article III Tail Period Super ROI Group Section 5.4(c10.02(d) Tender Offer Consideration Superior Proposal Section 1.1(a)(ii7.02(f) Tendering Members Surviving Company Section 3.01 Takeover Statute Section 8.05 Transaction Litigation Section 8.07 Transactions Recitals Termination Payment Uncertificated Shares Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):4.02(b)(i)

Terms Defined Elsewhere. The following is a list of additional terms are defined elsewhere used in this Agreement, as indicated belowAgreement and a reference to the Article hereof in which such term is defined: Acceptance Time Term Section 1.1(eActual Closing Balance Sheet Section 3.4(d) Aggregate Xxxxxx Payable Amount Actual Closing Date Cash Section 1.1(f)(iii3.4(d) Actual Closing Date Indebtedness Section 3.4(d) Actual Working Capital Section 3.4(d) Acquisition Transaction Section 7.6(a) Adjusted Merger Consideration Section 3.4(f) Agreement Preamble Assumed Option Recitals Bankruptcy Cases and Equity Exception Section 5.9 4.2 Base Balance Sheet Section 4.6 Base Merger Consideration Section 3.2(a)(i) Cash, Indebtedness and Expenses Schedule Section 3.1(h) Certificate of Merger Section 2.2 Closing Section 2.3 Closing Date Section 2.3 Common Stock Section 3.1(b) Company Preamble Company Board of Directors Recitals Dissenting Shares Section 3.5 Company Board Recommendation Recitals Company Terminating Breach Section 9.1(d) Continuing Employee Section 7.14(a) Deductible Section 10.4(a) DGCL Section 2.1 Disclosure Letter Schedule Article II Company IV Effective Time Section 2.2 Employee Benefit Program Section 4.18(a) ERISA Section 4.18(a) Escrow Account Section 3.3(a) Escrow Agent Section 3.3(a) Escrow Agreement Section 3.3(a) Escrow Amount Section 3.3(a) Estimated Closing Balance Sheet Section 3.4(a) Estimated Closing Date Cash Section 3.4(a) Estimated Closing Date Indebtedness Section 3.4(a) Estimated Working Capital Section 3.4(a) Excepted Representations Section 10.1 Final Closing Balance Sheet Section 3.4(b) Final Closing Date Cash Section 3.4(b) Final Closing Date Indebtedness Section 3.4(b) Final Working Capital Section 3.4(b) Financial Information Section 4.6 Firm Section 3.4(c) Fundamental Representations Section 10.1 HSR Act Section 4.2 Indemnified Party Section 1.1(f)(iii) Company Shares Recitals D&O Insurance 10.3 Indemnifying Party Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash 10.3 Initial Merger Consideration Section 1.1(h3.2(a) Equity Award Xxxxxx Interim Period Section 7.1(a) Investor Restricted Period Section 7.7(b) Investor Restricted Stockholder Section 7.7(b) Losses Section 10.2 Management Restricted Period Section 7.7(b) Management Restricted Stockholder Section 7.7(b) Material Contract Section 4.13 Material Stockholder Preamble Merger Recitals Merger Sub Preamble Net Working Capital Target Section 3.2(a)(iii) November 30, 2007 Unaudited Financials Section 4.6 Objection Notice Section 3.4(c) Other Stockholders Recitals Parachute Payment Waiver Section 1.1(h7.14(e) Exculpation and Indemnification Agreements Payment Schedule Section 5.4(b3.1(g) Preferred Stock Section 3.1(b) Privacy Policy Section 4.13(d) Released Persons Section 7.9 Reserve Account Section 3.2(e) Special Representations Section 10.1 Stockholders Recitals Stockholders’ Representative Preamble Stockholder Indemnified Parties Party Section 5.4(a10.3 Stockholder Indemnifying Party Section 10.2 Surviving Corporation Section 2.1 Tax Reduction Section 7.11(b) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Termination Date Section 6.1(d9.1(f) Ticketmaster Preamble Ticketmaster Indemnified Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i10.2 Ticketmaster Indemnifying Party Section 10.3 Ticketmaster Plans Section 7.14(b) Per Share Xxxxxx Payable Amount Ticketmaster Shares Section 1.1(f)(ii6.3(a) Process Agent Ticketmaster Terminating Breach Section 7.9(c9.1(e) Prospector Rig Acquisition Transactions Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Recitals Termination Payment Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):2.1

Terms Defined Elsewhere. The Each of the following terms are defined elsewhere has the meaning ascribed to such term in this Agreement, as indicated belowthe Article or Section set forth opposite such term: Acceptance Time Defined Term Reference A&R GGPPA Section 1.1(e6.1(f) Aggregate Xxxxxx Payable Acquired Entity Benefit Plan Section 3.14(a) Affiliate Transaction Section 3.21 Agreement Preamble Antitrust Laws Section 6.2(c) Balance Sheet Date Section 3.5(a) Buyers Preamble Carlsbad CIV Preamble Casualty Loss Section 6.4 Closing Section 2.4 Closing Date Section 2.4 control Section 1.1 D&O Provisions Section 6.10(a) ECP III Preamble ECP III CIV Preamble ECP III-A Preamble ECP III-B Preamble ECP III-C Preamble ECP Parties Preamble Excess Payment Section 2.3(f)(i) Final Adjustment Certificate Section 2.3(d) Final Settlement Date Section 2.3(c) Financial Statements Section 3.5(a) First Lien Debt Payoff Amount Section 1.1(f)(iii2.5(b)(iii)(C) Agreement General Partner Preamble Bankruptcy Cases GP Buyer Preamble GP Interests Recitals Guarantee Section 5.9 Company 8.14(a) Guarantor Preamble Company Board of Directors Holdings Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Indemnified Persons Section 1.1(f)(iii6.10(a) Company Shares Recitals D&O Insurance Intended Tax Treatment Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii2.6(a) Xxxxxx Claim & Xxxxxxx Section 1.1(f)(iii8.11(a) Offer LP Buyer Preamble LP Interest Sellers Preamble LP Interests Recitals Offer Conditions Defined Term Reference Material Contract Section 1.1(a)(iv3.10(b) Offer to Purchase Maximum D&O Premium Section 1.1(a)(iii6.10(a) MOP Section 6.1(f) Multiemployer Plan Section 3.14(a) New Plans Section 6.13 Non-Continuing Employee Section 6.13 Nonparty Affiliates Section 6.17 Notice of Disagreement Section 2.3(c) Outside Date Section 6.1(d7.1(c) Partnership Preamble Partnership Proprietary Rights Section 3.11(a) Party and Parties Preamble Per Member Xxxxxx Payable Purchase Price Section 2.2 Purchase Price Allocation Section 2.6(b) R&W Insurance Policy Section 6.3 Second Lien Debt Payoff Amount Section 1.1(f)(i2.5(b)(iii)(D) Per Share Xxxxxx Payable Amount Seller Representative Section 1.1(f)(ii8.13(a) Process Agent Seller Representative Expense Account Section 7.9(c8.13(c) Prospector Rig Acquisition Seller Tax Returns Section 5.9 Purchaser 6.5(a) Sellers Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Sendero Carlsbad Finance Recitals Termination Sendero Carlsbad Midstream Recitals Sendero Management Preamble Shortfall Payment Section 6.2(b2.3(f)(i) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attachedSubject Interests Recitals Tail Policy Section 6.10(a) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):Tax Contest Section 6.5(c) Transfer Taxes Section 6.5(f)

Terms Defined Elsewhere. The Each of the following terms are defined elsewhere has the meaning ascribed to such term in this Agreement, as indicated belowthe Article or Section set forth opposite such term: Acceptance Time Defined Term Reference Accounts Receivable Section 1.1(e3.23(a) Additional Parent Filing Section 6.7(f) Aggregate Xxxxxx Payable Amount Consideration Section 1.1(f)(iii6.6(f) Agreement Preamble Bankruptcy Cases Altenative Acquisition Section 5.9 6.1(g) Alternative Financing Section 6.17(d) Antitrust Laws Section 6.2(c) Applicable Limitation Date Section 6.4(c) A&R LLC Agreement Section 2.6(b) Bid Section 3.19(a) Binder Agreement Section 6.3(a) Buyer Preamble Buyer Arrangements Section 6.21 CapEx Reimbursement Section 6.6(f) Change in Recommendation Section 6.7(f) Class A Common Stock Section 5.4 Closing Section 2.5 Closing Date Section 2.5 Closing Form 8-K Section 6.7(g) Closing Item Section 2.4(a) Closing Press Release Section 6.7(g) Closing Statement Section 2.4(a) Committed Financing Section 5.15 Communication Policy Section 6.1(i) Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Employee Benefit Plan Section 1.1(f)(iii3.14(a) Company Shares Recitals Government Contract Section 3.19(a) Company Government Subcontract Section 3.19(a) Continuing Employees Section 6.14 Control Section 1.1 Customer Assets Section 3.22 D&O Insurance Provisions Section 5.4(c6.11(a) Enforceability Limitations Data Room Section 2.3(b8.5 Debt Commitment Letters Section 5.15 Definitive Debt Agreement Section 6.17(b) Equity Award Dispute Notice Section 2.4(b) Environmental Permits Section 3.17 Estimated Cash Consideration Section 1.1(h2.3(a) Equity Award Xxxxxx Payment Estimated Closing Statement Section 1.1(h2.3(a) Exculpation and Indemnification Agreements Estimated Indebtedness Section 5.4(b2.3(a) Estimated Transaction Expenses Section 2.3(a) Estimated Working Capital Section 2.3(a) Excess Amount Section 2.4(d) Fee Letter Section 5.15 Final Allocation Section 6.6(f) Final CapEx Schedule Section 6.6(f) Final Cash Section 2.4(a) Final Indebtedness Section 2.4(a) Final Transaction Expenses Section 2.4(a) Final Working Capital Section 2.4(a) Financial Statements Section 3.4(a) Holdings Preamble Indemnified Parties Persons Section 5.4(a6.11(a) Annex A-5 Xxxxxx Indemnitee Section 1.1(f)(iii6.5(f) Xxxxxx Claim Indemnitor Section 1.1(f)(iii6.5(f) Offer Recitals Offer Conditions Intended Tax Treatment Section 1.1(a)(iv6.6(f) Offer to Purchase Interim Financial Statement Section 1.1(a)(iii3.4(a) Internal Controls Section 3.4(b) IRS Section 3.14(a) K&E Section 8.12 Latest Balance Sheet Section 3.4(a) LTIP Section 6.1(f) Material Contract Section 3.9(b) Material Customer Section 3.9(c) New Plans Section 6.14 Non-Party Affiliate Section 6.16 Ordinary Course of Business Section 8.5 Outside Date Section 6.1(d7.1(c) Parent Preamble Parent Public Securities Section 5.9 Parent Prepared Returns Section 6.6(a) Parent SEC Documents Section 5.5(a) Parent Tax Contest Section 6.6(c) Party Preamble Per Member Xxxxxx Payable Permits Section 3.16(b) Post-Closing Representation Section 8.12 Pre-Closing Period Section 6.1(a) Proposed Allocation Section 6.6(f) Proposed CapEx Schedule Section 6.6(f) Remedial Actions Section 6.2(c) Resolution Period Section 2.4(b) Registration Rights Agreement Section 2.6(b) Review Period Section 2.4(b) R&W Insurance Policy Section 6.3(a) Seller Preamble Seller Holdings Units Section 2.1 Seller Prepared Returns Section 6.6(a) Seller Tax Contest Section 6.6(c) Shortfall Amount Section 1.1(f)(i2.4(e) Per Share Xxxxxx Payable Signing Form 8-K Section 6.7(b) Signing Press Release Section 6.7(b) Tail Policy Section 6.11(b) Tax Contest Section 6.6(c) Third-Party Recovery Proceeds Section 6.5(d)(i) Trade Controls Section 3.24(a) Transfer Taxes Section 6.6(e) Trust Amount Section 1.1(f)(ii5.4 Units Recitals Valuation Firm Section 2.4(b) Process Agent Waiving Parties Section 7.9(c) Prospector Rig Acquisition 8.12 Warrants Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Recitals Termination Payment Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):5.2(b)

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time $ Section 1.1(e1.3(c) Aggregate Xxxxxx Payable Amount Adverse Recommendation Change Section 1.1(f)(iii6.2(c) Agreement Preamble Bankruptcy Cases Alternative Acquisition Agreement Section 5.9 6.2(c) Arbitrator Section 10.8(b) Base Premium Section 7.4(d) CICL Section 2.1 Closing Section 2.2 Closing Date Section 2.2 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Equity Interests Section 1.1(f)(iii4.2(a) Company Group Section 9.2(h) Company Intellectual Property Rights Section 4.11(a) Company Termination Fee Section 9.2(e) Competing Proposal Section 6.2(g) Covered Persons Section 7.4(a) Dissenting Shareholders Section 3.3(a) Dissenting Shares Recitals D&O Insurance Section 5.4(c3.3(a) Dollars Section 1.3(c) Effective Time Section 2.3 Enforceability Limitations Exceptions Section 2.3(b4.3 Equity Commitment Letter Section 5.5(a) Equity Award Cash Consideration Financing Section 1.1(h5.5(a) Equity Award Xxxxxx Payment Exchange Act Section 1.1(h4.5 Exchange Fund Section 3.2(a) Exculpation and Financial Statements Section 4.6(b) Fuling Global, Inc. Section 2.6 GAAP Section 4.6(b) Governmental Entity Section 4.5 HKIAC Section 10.8(b) Indemnification Agreements Section 5.4(b7.4(a) Indemnified Legal Proceeding Section 4.12 Merger Recitals Merger Consideration Section 3.2(a) Merger Sub Preamble Nasdaq Section 4.5 Non-Required Remedy Section 7.2(e) Parent Preamble Parent Group Section 9.2(h) Parent Termination Fee Section 9.2(f) Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Preamble Party Preamble Per Member Xxxxxx Payable Amount Paying Agent Section 1.1(f)(i3.2(a) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Merger Consideration Section 1.1(a)(ii3.1(a) Tendering Members Plan of Merger Section 2.3 Proxy Statement Section 4.5 Record Date Section 6.4(a) Regulatory Filings Section 4.5 Rollover Shareholders Recitals Termination Payment Rules Section 6.2(b10.8(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Xxxxxxxx-Xxxxx Act Section 4.6(a) Schedule 13E-3 Section 6.3(a) SEC Section 4.5 SEC Documents Section 4.6(a) Securities Act Section 4.8 Share Certificates Section 3.2(b)(i) Special Committee Recitals Superior Proposal Section 6.2(h) Support Agreements Recitals Surviving Entity Section 2.1 Takeover Statute Section 4.16 Transaction Litigation Section 7.7 Transactions Recitals Uncertificated Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):Section 3.2(b)(i)

Terms Defined Elsewhere. The following is a list of additional terms are defined elsewhere used in this Agreement, as indicated belowAgreement and a reference to the Section hereof in which such term is defined: Acceptance Time Act Section 1.1(e2.1(b) Aggregate Xxxxxx Payable Amount Affected Employees Section 1.1(f)(iii6.7(a) Agreement Preamble Bankruptcy Cases Agreement Date Preamble Benefit Plans Section 5.9 3.16(a) Burdensome Action Section 6.4(c) Calculation Notice Section 2.5(b) Closing Section 2.3(a) Closing Date Section 2.3(a) Company Preamble Company Board of Directors Disclosure Schedule Preamble to Article 3 Company Sale Transaction Section 6.3(a) Company Trade Secrets Section 3.12(c) Competing Business Section 6.15(a) Confidential Information Section 6.2(e) Continuation Period Section 6.7(a) Contracting Parties Section 11.10 Contribution Recitals Company Board Recommendation Conversion Recitals Company Disclosure Letter Article II Company Credit Agreement Section 2.3(c)(iv) Debt Financing Section 5.6 Debt Financing Commitment Section 5.6 Dispute Period Section 10.5(b) DOJ Section 6.4(b) Enforceability Exceptions Section 3.3 ERISA Section 3.16(a) Estimated Cash Section 2.3(a)(iii) Estimated Closing Statement Section 2.3(a) Estimated Indebtedness Section 2.3(a)(ii) Estimated Non-Cash Working Capital Section 2.3(a)(i) Estimated Transaction Expenses Section 2.3(a)(iv) Final Election Allocation Section 8.3 FTC Section 6.4(b) Holdco Preamble Indemnified Party Section 1.1(f)(iii10.5(a) Indemnifying Party Section 10.5(a) Initial Calculations Section 2.5(a) Interests Recitals IT Systems Section 3.12(f) Leased Real Property Section 3.22(b) Licensed Company Shares Recitals D&O Insurance Intellectual Property Section 5.4(c3.12(b) Enforceability Limitations Material Breach Section 2.3(b9.2 Material Contracts Section 3.14(a) Equity Award Cash Consideration Non-Disclosure Agreement Section 1.1(h6.2(d) Equity Award Xxxxxx Payment Nonparty Affiliates Section 1.1(h11.10 Notice Section 10.5(a) Exculpation and Indemnification Agreements OFAC Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii3.9(b) Outside Date Section 6.1(d9.1(b) Parent Preamble Parent Indemnified Parties Section 10.2 Parties Preamble Party Preamble Per Member Xxxxxx Payable Amount Personal Information Section 1.1(f)(i3.25 Pre-Closing Period Section 8.4(a) Per Share Xxxxxx Payable Amount Privacy Laws Section 1.1(f)(ii) Process Agent 3.25 Proposed Election Allocation Section 7.9(c) Prospector Rig Acquisition Section 5.9 8.3 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Related Parties Section 9.3(b) Purchaser Related Party Section 9.3(b) Real Property Leases Section 3.22(b) Registered Company Intellectual Property Section 3.12(a) Released Parties Section 10.9 Releasing Parties Section 10.9 Reorganization Recitals Restricted Commitment Amendments Section 6.13(a) Restricted Period Section 5.4(c6.15(a) Tender Offer Consideration Reverse Termination Fee Section 1.1(a)(ii9.3(a) Tendering Members Recitals Termination Payment Seller Preamble Seller Indemnified Parties Section 6.2(b10.3 Seller Indemnifying Parties Section 10.2 Seller Indemnifying Party Section 10.2 Seller Parties Preamble Settlement Accountants Section 2.5(c) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attachedStraddle Period Section 8.4(a) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):-19- Telecommunications Providers Section 6.15(a) Third-Party Claim Section 10.5(a) Transfer Taxes Section 8.6 Transferred Employees Section 2.3(e)

Terms Defined Elsewhere. The following is a list of additional terms are defined elsewhere used in this Agreement, as indicated belowAgreement and a reference to the Section hereof in which such term is defined: Acceptance Time Term Section 1.1(e) Aggregate Xxxxxx Payable Amount Outstanding Claims Section 1.1(f)(iii2.9(b) Agreement Preamble Bankruptcy Cases Basket Amount Section 5.9 8.5(a) Benefit Plan(s) Section 4.14(a) CERCLA Section 4.13 Claim Notice Section 8.3(a) Closing Section 2.3 Closing Amount Section 2.10(a) Closing Date Section 2.3 Common Stock Section 2.8(a) Company Preamble Company Board of Directors Recitals Disclosure Schedule Article IV Company Board Recommendation Recitals Dissenting Shares Section 2.11 Company Disclosure Letter Article II Company Partner Section 4.27 Covered Party (Parties) Section 1.1(f)(iii8.2(a) Company Shares Recitals D&O Insurance Damages Section 5.4(c8.2(a) Enforceability Limitations DGCL Section 2.3(b2.1 Dispute Notice Section 2.13(h) Equity Award Cash Consideration Drug Regulatory Agency Section 1.1(h4.27 Effective Time Section 2.2 Employee Loans Section 4.8(a) Equity Award Xxxxxx Payment Environmental Laws Section 1.1(h4.13 Equityholder Representative Preamble ERISA Section 4.14(a) Exculpation and Indemnification Agreements ERISA Affiliate Section 5.4(b4.14(a) Indemnified Parties Escrow Account Section 5.4(a2.9(a) Annex A-5 Xxxxxx Escrow Agent Section 1.1(f)(iii2.9(a) Xxxxxx Claim Escrow Agreement Section 1.1(f)(iii2.9(a) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Escrow Amount Section 1.1(f)(i2.9(a) Escrow Earnings Section 2.9(c) First MAA Subsequent Payment Amount Section 2.10(e) First NDA Subsequent Payment Amount Section 2.10(f) Hazardous Materials Section 4.13 HSR Act Section 4.17 Instrument Section 2.13(c) IRS Section 4.14(d) Majority Section 2.13(b) Material Contracts Section 4.8(a) Merger Section 2.1 Merger Certificate Section 2.2 Merger Sub Preamble Net Cash Section 4.10(b) Parent Preamble Term Section Parent-Prepared Tax Return Section 6.2(a) Per Share Xxxxxx Payable Diem Taxes Section 8.7(a) Preferred Stock Section 2.8(a) Proceeding Section 4.18 Real Property Section 4.5(c) Required Company Stockholder Vote Section 4.3 Retained Escrow Amount Section 1.1(f)(ii2.9(b) Process Agent Rules Section 7.9(c4.28 Second MAA Subsequent Payment Amount Section 2.10(g) Prospector Rig Acquisition Second NDA Subsequent Payment Amount Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period 2.10(h) Series A Preferred Stock Section 5.4(c2.8(a) Tender Offer Consideration Stockholder(s) Recitals Surviving Corporation Section 1.1(a)(ii2.1 Tax Consent Section 6.2(c) Tendering Members Recitals Termination Payment Transaction Fee Schedule Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):2.14

Terms Defined Elsewhere. The following terms are defined elsewhere in For the purposes of this Agreement, as the following terms have the meanings specified in the indicated belowSections of this Agreement: Acceptance Time Defined Term Section 1.1(e) Aggregate Xxxxxx Payable Amount Additional Individual Parties Preamble Additional Individual Party HoldCos Preamble Additional Number Section 1.1(f)(iii3.2(b) Agreement Preamble Bankruptcy Cases Board Section 5.9 1.2(a) Business Opportunity Section 11.7 CEO Section 1.3 CFC Section 10.4 Chairman Section 1.2(c) Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Compensation Committee Section 1.2(e) Confidential Information Section 8.1 Covered Transaction Section 3.5 Co-Sale Notice Section 6.1 Co-Sale Pro Rata Portion Section 6.1(a) Co-Sale Right Period Section 6.1 Director Section 1.2(a) Disclosing Party Section 1.1(f)(iii8.4 Disposal Event Section 11.1(c)(i) Exercising ROFR Holder Section 5.2(b) First Participation Notice Section 3.2(a) First Refusal Expiration Notice Section 5.2(c) First Refusal Period Section 5.2(a) Founders Preamble Founder HoldCos Preamble HKIAC Section 12.12(b) HKIAC Rules Section 12.12(b) Information Rights Holder Section 1.1(a) Initiating Holders Section 2.2(b) Inspection Rights Section 1.1(c) Investors Preamble IPO Section 2.11(c) IPO Event Section 11.1(c)(i) Key Group Company Shares Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Preamble Loan Outside Date Section 6.1(d11.1(c)(i) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail MGJ OpCo Schedule A-1 MLS Schedule A-1 MLS OpCo Schedule A-1 Non-Competition Period Section 5.4(c11.4 Offered Shares Section 5.1 Onshore Equity Transfer Section 11.12 Onshore Personnel Replacement Section 11.12 Ordinary Director/Ordinary Directors Section 1.2(c) Tender Offer Consideration Overallotment New Securities Section 1.1(a)(ii3.2(b) Tendering Members Recitals Termination Payment Oversubscribing Right Participants Section 6.2(b3.2(b) Annex A-6 Annex B List Participation Rights Holder Section 3.1 Party/Parties Preamble Permitted Transferee Section 4.4 PFIC Section 10.3 PFIC Shareholder Section 10.3 Preferred Director/Preferred Directors Section 1.2(b) Prior Shareholders Agreement Recital (A) Re-allotment Period Section 5.2(b) Re-allotment Share Number Section 5.2(b) Request Notice Section 2.2(a) Right of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):Participation Section 3.1

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii) Agreement Preamble Bankruptcy Cases Section 5.9 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Section 1.1(f)(iii) Company Shares Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Recitals Termination Payment Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. Annex B-2 The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iiiAdverse Recommendation Change Section6.02(c) Agreement Preamble Bankruptcy Cases Section 5.9 Alternative Acquisition Agreement Section6.02(c) Arbitrator Section10.08(b) Assumed Option Section3.03(b) Base Premium Section7.05(d) Benefit Plan Section4.15(b) BlueCity Holdings Limited Section2.06 Closing Section2.02 Closing Date Section2.02 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Section 1.1(f)(iiiEquity Interests Section4.02(b) Company Group Section9.02(h) Company Termination Fee Section9.02(e) Competing Proposal Section6.02(g) Covered Persons Section7.05(a) Deposit Agreement Section3.05 Depositary Section3.05 Dissenting Shareholders Section3.06(a) Dissenting Shares Recitals D&O Insurance Section 5.4(cSection3.06(a) Effective Time Section2.03 Enforceability Limitations Section 2.3(bExceptions Section4.03 Equity Commitment Letter Section5.05(a) Equity Award Cash Consideration Section 1.1(hFinancing Section5.05(a) Equity Award Xxxxxx Payment Section 1.1(hExchange Ratio Section3.03(b) Exculpation and Financial Statements Section4.06(b) HKIAC Section10.08(b) HKIAC Rules Section10.08(b) Indemnification Agreements Section 5.4(bSection7.05(a) Indemnified Insurance Policies Section4.18 Intervening Event Section6.02(e) Legal Proceeding Section5.08 Limited Guarantee Recitals Material Contracts Section4.16(a)(xiv) Merger Recitals Merger Consideration Section3.02(a) Merger Consideration Fund Section3.02(a) Merger Sub Preamble Nasdaq Section4.02(c) Non-Required Remedy Section7.02(d) Operating Subsidiary Section4.16(a)(xi) Parent Preamble Parent Group Section9.02(h) Parent Termination Fee Section9.02(f) Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Preamble Party Preamble Paying Agent Section3.02(a) Per Member Xxxxxx Payable Amount Section 1.1(f)(iADS Merger Consideration Section3.01(b) Per Share Xxxxxx Payable Amount Section 1.1(f)(iiMerger Consideration Section3.01(a) Process Agent Section 7.9(cPlan of Merger Section2.03 PRC Subsidiaries Section4.09(a) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(cProxy Statement Section4.05 Record ADS Holders Section6.04(a) Tender Offer Consideration Section 1.1(a)(iiRecord Date Section6.04(a) Tendering Members Registrar of Companies Section2.03 Rollover Shareholders Recitals Termination Payment Section 6.2(bXxxxxxxx-Xxxxx Act Section4.06(a) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Schedule 13E-3 Section6.03(a) SEC Documents Section4.06(a) Securities Act Section4.06(a) Share Certificates Section3.02(b)(i) Social Insurance Section4.15(k) Special Committee Recitals Superior Proposal Section6.02(h) Support Agreement Recitals Surviving Company Section2.01 Takeover Statute Section4.23 Tax Returns Section4.13(a) Transaction Litigation Section7.08 Transactions Recitals U.S. GAAP Section4.06(b) Uncertificated Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attachedSection3.02(b)(i) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):VIE Contracts Section4.09(c)

Terms Defined Elsewhere. The following is a list of additional terms are defined elsewhere used in this Agreement, as indicated belowAgreement and a reference to the Section hereof in which such term is defined: Acceptance Term Section Accelerated Options Section 2.12(a) Acquisition Sub Preamble Affected Employees Section 6.9 Agreement Preamble Amended Severance Policy Section 6.9 BRINC Preamble BRLLC Preamble Term Section BRLLC Expenses Section 2.10(a) Certificate of Merger Section 2.3 Change of Control Payment Statement Section 2.10(c) Change of Control Payments Section 2.10(c) Claim Notice Section 10.4(a) Closing Section 2.4(a) Closing Date Section 2.4(a) Closing Working Capital Section 2.14(a)(i) Confidential Information Section 6.5(a)(i) Copyright Office Section 6.16(b) Customer Information Section 3.16 D&O Tail Section 6.19(b) Damages Section 10.2(a) Decline Date Section 2.14(e) Delivering Party Section 6.5(a)(ii) DGCL Recitals Disclosure Schedule Article III Dispute Notice Section 10.4(b) Disputed Line Items Section 2.14(e) Dissenting Shares Section 2.16(a) Dissenting Shares Reduction Amount Section 2.16(b) DOJ Section 6.6 Effective Time Section 1.1(e2.3 Environmental Costs Section 3.14(c)(ii) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii) Agreement Preamble Bankruptcy Cases Section 5.9 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Section 1.1(f)(iii) Company Shares Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Equityholder Indemnified Parties Section 5.4(a10.2(b) Annex A-5 Xxxxxx Estimated Working Capital Section 1.1(f)(iii2.14(b) Xxxxxx Claim Estimated Working Capital Deficiency Section 1.1(f)(iii2.14(c) Offer Recitals Offer Conditions EU Personal Data Section 1.1(a)(iv5.8 Excess Negative Adjustment Amount Section 2.14(g) Offer to Purchase Expense Statement Section 1.1(a)(iii2.10(a) Final Tax Returns Section 9.2(a)(i) Form Working Capital Statement Section 2.14(a)(i) FTC Section 6.6 Fundamental Representation Distributions Section 10.2(d) Funded Indebtedness Statement Section 2.10(d) Gannett Preamble General Survival Date Section 10.1 Indemnified Executive Section 6.19(a) Indemnity Escrow Amount Shortfall Section 2.14(g) Information Statement Section 6.3(a) Initial Calculation Section 2.14(d) Insolvent Section 5.6 Kenexa Indemnified Parties Section 10.2(a) Kenexa Technology Preamble Labor Union Section 3.11(a)(i) Term Section Letter of Transmittal Section 2.11(b) Material Client Contract Section 3.10(a)(i) Material Contracts Section 3.10(a) Merger Section 2.2 Negative Adjustment Amount Section 2.14(f) Notice of Disagreement Section 2.14(e) Off-the-Shelf Software Section 3.15(c) Organizational Documents Section 2.4(c)(ii) Outside Date Section 6.1(d8.1(b) Party Parent Preamble Per Member Xxxxxx Payable Positive Adjustment Amount Section 1.1(f)(i2.14(f) Per Share Xxxxxx Payable Amount Post Preamble Privacy Policy Section 1.1(f)(ii3.16 Qualified Plan Section 3.11(b)(ii)(I) Process Agent Receiving Party Section 7.9(c6.5(a)(iii) Prospector Rig Acquisition Registered Intellectual Property Section 5.9 Purchaser 3.15(e) Regulatory Agreements Section 3.25(b) Relevant Group Section 3.13(a)(i) Representative Preamble Purchaser Disclosure Letter Article III Tail Period Required Exchange Documents Section 5.4(c2.11(b) Tender Offer Consideration Requisite BRINC Vote Section 1.1(a)(ii3.3(b) Tendering Safe Harbor Section 5.8 Selling Members Recitals Termination Settlement Accountants Section 2.14(e) Severance Payment Statement Section 6.2(b2.10(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attachedSeverance Payments Section 2.10(b) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company Straddle Periods Section 9.2(a)(ii) Surviving Corporation Section 2.2 Takeover Statutes Section 3.25(a)(iii) Tax or ship email address):Taxes Section 3.13(a)(ii) Tax Return Section 3.13(a)(iii) Terminated Plan Section 3.11(b)(i) Transactions Section 2.4(a) Transfer Section 2.1 Transfer Taxes Section 3.13(a)(iv) Tribune Preamble USPTO Section 6.16(b) WARN Act Section 3.11(a)(i)

Terms Defined Elsewhere. The Each of the following terms are defined elsewhere has the meaning ascribed to such term in this Agreement, as indicated belowthe Article or Section set forth opposite such term: Acceptance Time Defined Term Reference Accounts Receivable Section 1.1(e3.23(a) Aggregate Xxxxxx Payable Amount Additional Parent Filings Section 1.1(f)(iii5.05(f) Affiliate Transactions Section 3.26(a) Agent Section 7.04(a) Defined Term Reference Agreed Claims Section 7.03(c) Agreement Preamble Bankruptcy Cases Alternative Acquisition Section 5.9 5.01(f) Attorney Section 7.04(g) Bid Section 3.19(a) Board Recitals Booked Revenue Section 3.09(e) Bridge Notes Section 2.04(b) Change in Recommendation Section 5.05(f) Claim Section 7.04(k) Claim Certificate Section 7.03(a) Closing Section 2.01(c) Closing Date Section 2.01(c) Closing Form 8-K Section 5.05(g) Closing Press Release Section 5.05(g) Collateral Source Section 7.02 Communication Policy Section 5.01(h) Company Preamble Company Board Employee Benefit Plan Section 3.14(a) Company Government Contract Section 3.19(a) Company Government Subcontract Section 3.19(a) Company Group Section 8.15(a) Company Prepared Returns Section 5.04(a) Company Unitholder Approval Recitals Control Section 1.01 Defined Term Reference Copyrights Section 1.01 D&O Beneficiary Section 5.09(b) D&O Claim Section 5.09(b) D&O Provisions Section 5.09(a) Data Room Section 8.05 Deductible Section 7.01(b) Deposit Materials Section 2.02(b) Director Nomination Agreement Section 2.04(b) DLLCA Recitals Earn Out Shares Section 2.06(a) Effective Time Section 2.01(d) Environmental Permits Section 3.17 Eos Companies Interim Financial Statements Section 3.04(a) Escrow Agent Section 2.04(b) Excluded Units Section 2.02(a)(ii) Financial Statements Section 3.04(a) First Certificate of Directors Merger Section 2.01(d) First Merger Recitals First Surviving Company Board Recommendation Recitals Company Disclosure Letter Article II Company Formula Section 2.02(b) Indemnified Matters Section 7.01(a) Indemnified Persons Section 5.09(a) Indemnifying Party Section 1.1(f)(iii7.03(c) Company Shares Intended Tax Treatment Recitals D&O Insurance Internal Controls Section 5.4(c3.04(a) Enforceability Limitations Defined Term Reference IRS Section 2.3(b3.14(a) Equity Award Cash Consideration Latest Balance Sheet Section 1.1(h3.04(a) Equity Award Xxxxxx Payment LTIP Section 1.1(h5.01(e) Exculpation and Indemnification Agreements Material Customer Section 5.4(b3.09(c) Indemnified Parties Material Contract Section 5.4(a3.09(b) Annex A-5 Xxxxxx Mergers Recitals Merger Sub I Preamble Merger Sub II Preamble New Customer Contracts Section 1.1(f)(iii3.09(a) Xxxxxx Claim Newco Section 1.1(f)(iii5.14(a) Offer Recitals Offer Conditions Newco Merger Sub Section 1.1(a)(iv5.14(a) Offer to Purchase Non-Party Affiliate Section 1.1(a)(iii5.11 Obligations Section 7.04(a) Ordinary Course of Business Section 8.05 Outside Date Section 6.1(d6.01(c) Parent Preamble Parent Class A Common Section 4.05(a) Parent Class B Common Section 4.05(a) Parent Warrants Section 4.05(a) Parent SEC Reports Section 4.08 Parent Stockholder Group Section 8.15 Party Preamble Per Member Xxxxxx Payable Amount Patents Section 1.1(f)(i1.01 Permits Section 3.16(b) Per Share Xxxxxx Payable Amount Pledged Collateral Section 1.1(f)(ii7.04(a) Process Agent Defined Term Reference Pledged Shares Section 7.9(c7.04(a) Prospector Rig Acquisition Pledgor Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail 7.04(a) Pre-Closing Period Section 5.4(c5.01(a) Tender Offer Consideration Pre-Closing Reorganization Section 1.1(a)(ii5.14(a) Tendering Members Privileged Communications Section 8.15 Purchaser Indemnitees Section 7.01(a) Registration Rights Agreement Section 2.04(b) Second Certificate of Merger Section 2.01(d) Second Effective Time Section 2.01(d) Second Merger Recitals Termination Payment Securityholder Representative Preamble Signing Press Release Section 6.2(b5.05(b) Annex A-6 Annex B List Sponsor Section 2.04(b)(x) Sponsor Earn Out Agreement Section 2.04(b)(x) Trademarks Section 1.01 Transfer Taxes Section 5.04(e) Triggering Event Section 2.06(a) UCC Section 7.04(b) Ultimate Surviving Company Recitals Unitholder Letter of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attachedTransmission Section 2.03(b) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):Waiving Parties Section 8.15

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Action Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii) 4.09 Agreement Preamble Bankruptcy Cases Arbitrator Section 5.9 10.08(b) Base Premium Section 7.04(d) Closing Section 2.02 Closing Date Section 2.02 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Equity Interests Section 1.1(f)(iii4.02(a) Company Group Section 9.02(d) Company Termination Fee Section 9.02(b) Competing Proposal Section 6.02(d) Covered Persons Section 7.04(a) Deposit Agreement Section 3.05 Depositary Section 3.05 Dissent Notice Section 3.06(d) Dissent Right Section 3.06(d) Dissenting Shareholders Section 3.06(a) Dissenting Shares Recitals D&O Insurance Section 5.4(c3.06(a) Effective Time Section 2.03 Enforceability Limitations Exceptions Section 2.3(b4.03 Equity Commitment Letter Section 5.05(a) Equity Award Cash Consideration Commitment Letters Section 1.1(h5.05(a) Equity Award Xxxxxx Payment Financing Section 1.1(h5.05(a) Exculpation and GAAP Section 4.06(b) Governmental Entity Section 4.05 HKIAC Section 10.08(b) HKIAC Rules Section 10.08(b) 4 Indemnification Agreements Section 5.4(b7.04(a) Indemnified Intervening Event Section 6.02(h) Intervening Event Termination Section 6.02(h) Legal Proceeding Section 5.06 Limited Guarantee Recitals Merger Recitals Merger Consideration Section 3.02(a) Merger Consideration Fund Section 3.02(a) Merger Sub Preamble Non-Required Remedy Section 7.02(d) NYSE Section 4.02(a) OTC Market Section 4.02(a) Parent Preamble Parent Group Section 9.02(d) Parent Termination Fee Section 9.02(c) Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Preamble Party Preamble Paying Agent Section 3.02(a) Per Member Xxxxxx Payable Amount ADS Merger Consideration Section 1.1(f)(i3.01(b) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Merger Consideration Section 1.1(a)(ii3.01(a) Tendering Members Plan of Merger Section 2.03 Record ADS Holders Section 6.03(c) Record Date Section 6.03(c) Rollover Agreements Recitals Termination Payment Rollover Shareholders Recitals Xxxxxxxx-Xxxxx Act Section 6.2(b4.06(a) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Schedule 13E-3 Section 6.03(a) SEC Documents Section 4.06(a) Securities Act Section 4.06(a) Share Certificates Section 3.02(b)(i) Special Committee Recitals Superior Proposal Section 6.02(f) Surviving Company Section 2.01 Takeover Statute Section 7.05 Transaction Litigation Section 7.07 Transactions Recitals Uncertificated Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):Section 3.02(b)(i)

Terms Defined Elsewhere. The Each of the following terms are defined elsewhere has the meaning ascribed to such term in this Agreement, as indicated belowthe Article or Section set forth opposite such term: Acceptance Time Defined Term Reference Acquired Entities Preamble Adjustment Escrow Account Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii2.6(c)(iv)(C) Agreement Preamble Bankruptcy Cases Alternative Transaction Section 5.9 7.19 Antitrust Laws Section 7.2(c) Assigned IP Section 7.20(c) Binder Agreement Section 7.3 Blocker Interests Recitals Buyer Preamble Buyer Parent Preamble Buyer Parent Guaranty Section 9.15(a) Buyer Tax Contest Section 7.5(b) Class D Preferred Agreement Section 6.7 Closing Section 2.5 Closing Date Section 2.5 Closing Item Section 2.4(a) Closing Statement Section 2.4(a) Company Preamble Company Board of Directors Employee Benefit Plan Section 3.15(a) Company Interests Recitals Company Board Recommendation Proprietary Rights Section 3.10(a) Continuing Employees Section 7.13 control Section 1.1 D&O Provisions Section 7.9(a) Debt Commitment Letters Section 6.7 13 Defined Term Reference Debt Documents Section 7.16(b) Deposit Recitals Direct Company Disclosure Letter Article II Interests Recitals Dispute Notice Section 2.4(b) Environmental Permits Section 3.18 Escrow Agreement Section 2.6(b)(v)(D) Estimated Cash Section 2.3 Estimated Closing Statement Section 2.3 Estimated Indebtedness Section 2.3 Estimated Leakage Section 2.3 Estimated Post-Effective Time Capital Contribution Reimbursement Amount Section 2.3 Estimated Reorganization Liabilites Section 2.3 Estimated Transaction Expenses Section 2.3 Estimated Working Capital Section 2.3 Excess Amount Section 2.4(d) Final Cash Section 2.4(a) Final Indebtedness Section 2.4(a) Final Leakage Section 2.4(a) Final Post-Effective Time Capital Contribution Reimbursement Amount Section 2.4(a) Final Reorganization Liabilities Section 2.4(a) Final Transaction Expenses Section 2.4(a) Final Working Capital Section 2.4(a) Financial Statements Section 3.5 GGC Blockers Preamble HEP ShaleApps Recitals Hillstone Asset Assignment Section 2.6(b)(v)(C) Hillstone Assigned Assets Section 7.20 Hillstone Parent Preamble Indemnified Persons Section 7.9(a) Indirect Company Interests Recitals IP Assignment Section 2.6(b)(v)(C) IRS Section 3.15(a) K&E Section 9.12 Latest Balance Sheet Section 3.5 Material Contract Section 3.9(b) Material Permits Section 3.17(b) New Plans Section 7.13 NHLG Section 9.12 Non-Party Affiliate Section 1.1(f)(iii7.22 Obligations Section 9.15(a) Company Shares Recitals D&O Insurance Ordinary Course of Business Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) 9.6 Outside Date Section 6.1(d8.1(c) Payoff Letter Section 2.6(b)(v)(G) Party and Parties Preamble Per Member Xxxxxx Payable Parachute Payment Waiver Section 7.14 Performance Demand Section 9.15(a) Permitted Capital Expenditures Section 3.6(s) Pre-Closing Reorganization Recitals Pre-Closing Reorganization Agreement Recitals Pre-Signing Reorganization Recitals Defined Term Reference Pre-Signing Reorganization Agreements Recitals Post-Closing Representation Section 9.12 Pre-Closing Period Section 7.1(c)(i) Preferred Investment Section 6.7 Purchased Equity Recitals Purchased Equity Assignment Section 2.6(b)(v)(B) Purchase Price Allocation Schedule Section 7.5(f) Remedial Action Section 7.2(c) Reorganization Agreements Recitals Resolution Period Section 2.4(b) Restriction Section 7.2(c) Retained Claims Amounts Section 7.12 Review Period Section 2.4(b) Rights-of-Way Section 3.7(e) R&W Insurance Policy Section 7.3 Seller Representative Preamble Selling Blocker Equityholders Preamble Seller Tax Contest Section 7.5(a) Sellers Preamble Shortfall Amount Section 1.1(f)(i2.4(e) Per Share Xxxxxx Payable Amount Substitute Financing Section 1.1(f)(ii7.16(d) Process Agent Tail Policy Section 7.9(c7.9(b) Prospector Rig Acquisition Target Restriction Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period 7.2(c) Tax Contest Section 5.4(c7.5(b) Tender Offer Consideration Transfer Taxes Section 1.1(a)(ii7.5(d) Tendering Members Recitals Termination Payment Transition Services Agreement Section 6.2(b2.6(b)(v)(H) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attachedValuation Firm Section 2.4(b) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):Waiving Parties Section 9.12

Terms Defined Elsewhere. The Each of the following terms are defined elsewhere has the meaning ascribed to such term in this Agreement, as indicated belowthe Article or Section set forth opposite such term: Acceptance Time Defined Term Reference Accounts Receivable Section 1.1(e3.23(a) Aggregate Xxxxxx Payable Amount Additional Parent Filing Section 1.1(f)(iii6.7(f) Agreement Preamble Bankruptcy Cases Alta Companies Interim Financial Statements Section 5.9 3.4(a) Altenative Acquisition Section 6.1(e) Alternative Financing Section 6.15(c) Antitrust Laws Section 6.2(c) Applicable Limitation Date Section 6.4(c) Bid Section 3.19(a) Binder Agreement Section 6.3(a) Board Recitals Cash Consideration Section 1.1 Certificate of Merger Section 2.1(d) Change in Recommendation Section 6.7(f) Closing Section 2.1(c) Closing Date Section 2.1(c) Closing Form 8-K Section 6.7(g) Closing Press Release Section 6.7(g) Communication Policy Section 6.1(g) Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Employee Benefit Plan Section 1.1(f)(iii3.14(a) Company Government Contract Section 3.19(a) Company Government Subcontract Section 3.19(a) Company Shareholder Approval Recitals Control Section 1.1 Data Room Section 8.5 Debt Commitment Letters Section 5.6 Debt Financing Section 5.6 Definitive Debt Agreement Section 6.15(a) D&O Provisions Section 6.11(a) Effective Time Section 2.1(d) Environmental Permits Section 3.17 EquityHolder Preamble Equityholder Prepared Returns Section 6.6(a) Excluded Shares Recitals D&O Insurance Section 5.4(c2.2(b) Enforceability Limitations Fee Letter Section 2.3(b) Equity Award Cash Consideration 5.6 Financial Statements Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b3.4(a) Indemnified Parties Persons Section 5.4(a6.11(a) Annex A-5 Xxxxxx Indemnitee Section 1.1(f)(iii6.5(e) Xxxxxx Claim Indemnitor Section 1.1(f)(iii6.5(e) Offer Intended Tax Treatment Recitals Offer Conditions Interim Financial Statement Section 1.1(a)(iv3.4(a) Offer to Purchase Internal Controls Section 1.1(a)(iii3.4(b) IRS Section 3.14(a) Latest Balance Sheet Section 3.4(a) LTIP Section 6.1(d) Material Customer Section 3.9(c) Material Contract Section 3.9(b) Merger Recitals Merger Sub Preamble NITCO Section 3.4(a) Non-Party Affiliate Section 6.14 Ordinary Course of Business Section 8.5 Outside Date Section 6.1(d7.1(c) Parent Preamble Parent Prepared Returns Section 6.6(a) Parent Related party Section 7.3(b) Party Preamble Per Member Xxxxxx Payable Amount Permits Section 1.1(f)(i3.16(b) Per Share Xxxxxx Payable Amount Merger Consideration Section 1.1(f)(ii2.2(a) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Pre-Closing Period Section 5.4(c6.1(a) Tender Offer Consideration Registration Rights Agreement Section 1.1(a)(ii2.4(b)(v)(I) Tendering Members Recitals Termination Payment Restrictive Covenants Section 6.2(b6.16(d) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C R&W Deductible Section 6.3(a) R&W Insurance Company Section 6.3(a) R&W Insurance Policy Section 6.3(a) Signing Form of Offer to Purchase (see attached8-K Section 6.7(b) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Signing Press Release Section 6.7(b) Stock Consdieration Section 1.1 Surviving Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):Section 2.1(a) Tail Policy Section 6.11(b) Tax Contest Section 6.6(b) Third-Party Recovery Proceeds Section 6.5(d) Trade Controls Section 3.23(a) Trademarks Section 1.1 Transfer Taxes Section 6.6(d) Article II TRANSACTION

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Term Location Acquired Companies Acquired Company Interests Acquired Entity Deferred Compensation Plans Antitrust Division Recitals Recitals Section 1.1(e5.2(g)(ii) Aggregate Xxxxxx Payable Section 5.5(b) -22- Applicable Severance Plan Approval Section 5.2(c)(i) Section 5.7(c) Asset Basis Section 5.16(g)(i) Bankruptcy and Equity Principles Section 3.2 Basis Information Section 5.16(g)(i) Business CBA Section 3.19(a) Business Environmental Reports Section 5.25 Business Reports Section 3.11 Buyer Preamble Buyer 401(k) Plan Section 5.2(f)(i) Buyer Controlled Action Section 5.19(a) Buyer Deferred Compensation Plans Section 5.2(g)(i) Buyer Employee DCP Participants Section 5.2(g)(i) Buyer Indemnified Parties Section 8.2 Buyer Parent Recitals Buyer Parent Guarantee Recitals Buyer’s Allocation Section 5.16(a)(i) Cap Section 8.5(a)(i) Casualty Event Section 2.5(b) Casualty Event Notice Section 2.5(b) Casualty Loss Adjustment Site Section 2.5(c) Chosen Courts Section 9.1 claim Section 1.1 Claim Notice Section 8.4(b) Closing Section 2.3(a) Closing Cash Amounts Section 2.4(b) Closing Date Section 2.3(a) Closing Indebtedness Section 2.4(b) Closing Month Section 1.1 Closing Net Working Capital Section 2.4(b) Closing Section 338(h)(10) Election Amount Section 1.1(f)(iii2.4(b) Collective Bargaining Agreement Preamble Bankruptcy Cases Section 5.9 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company 3.19(a) Competing Business Section 5.26(b)(ii) Condemnation Action Section 5.28(a) Confidential Business Information Section 5.4(b) Continuation Period Section 5.2(c)(i) Corporate Policies Section 5.13 Covered Parties Section 5.17 COVID-19 Conditions Section 1.1 Current Representation Section 9.17(a) Cutoff Date Section 8.1(a) Damaged Retail Site Section 2.5(b) debt Section 1.1 Debt Financing Section 5.27(a) Deemed Section 338(h)(10) Election Transactions Section 5.16(e) Designated Person -23- Section 9.17(a) Disagreement Notice Section 2.4(c) Disclosing Party Section 1.1(f)(iii) Company Shares Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Disputed Item Section 2.3(b2.4(c) Equity Award Divestiture Actions Section 5.5(c) Divestiture Event Section 5.26(d) DOL Section 3.21(c) Effective Time Section 2.3(a) Estimated Closing Cash Consideration Amounts Section 1.1(h2.4(a)(i) Equity Award Xxxxxx Payment Estimated Closing Indebtedness Section 1.1(h2.4(a)(i) Exculpation and Indemnification Agreements Estimated Net Working Capital Section 5.4(b2.4(a)(i) Excluded Businesses Section 1.1 Excluded Marks Section 5.14(a) Excluded Retail Operations Section 5.26(b)(iv) Expenses Schedule Section 9.4(b) Final Allocation Section 5.16(a)(i) Final Cash Amounts Section 2.4(h) Final Closing Adjustment Section 2.4(j) Final Indebtedness Section 2.4(h) Final Net Working Capital Section 2.4(h) Final Purchase Price Section 2.4(j) Final Section 338(h)(10) Election Amount Section 2.4(h) FLSA Section 3.19(b) FTC Section 5.5(b) Governmental Filings Section 3.4 Grandfathered Participants Section 5.2(f)(ii) Incremental Fuel Supply Agreement Section 5.30(b) Indemnified Parties Party Section 5.4(a8.4(a) Annex A-5 Xxxxxx Indemnifying Party Section 1.1(f)(iii8.4(a) Xxxxxx Claim Independent Accounting Firm Section 1.1(f)(iii2.4(e) Initial Purchase Price Section 2.4(a)(ii) Interim Financial Statements Section 5.22(a) IRS Section 3.21(b) Like-Kind Exchange Section 5.16(l) Losses Section 8.2 Marketing Materials Section 5.27(a) Material Contract Section 3.18(a) Monetization Transaction Section 5.27(d) New Price Section 5.26(d) New Seller Deferred Compensation Plans Section 5.2(g)(ii) Non-Business Employee DCP Participants Section 5.2(g)(ii) Notice Period Section 8.4(b) Offer Recitals Offer Conditions Notice Section 1.1(a)(iv5.26(d) Offer to Purchase Price Section 1.1(a)(iii5.26(d) Outside Date Section 6.1(d7.1(b) Party Preamble Per Member Xxxxxx Payable Partial Condemnation Actions Section 5.28(a) PBGC -24- Section 3.21(d) Permits Section 3.20(b) Post-Closing Representation Section 9.17(a) Pre-Closing Separate Tax Return Section 5.16(i)(i) Preliminary Adjustment Statement Section 2.4(b) Privileged Communications Section 9.17(b) R&W Insurance Policy Section 5.24 Resolution Period Section 2.4(e) Restricted Activities Section 5.26(a) Restricted Area Section 5.26(a) Restricted Parties Section 5.26(a) Retained Deferred Compensation Plans Section 5.2(g)(iii) Review Period Section 2.4(c) ROFO Section 5.26(d) ROFO Event Section 5.26(d) ROFO Notice Section 5.26(d) RSSP Section 5.2(f)(i) Sale Section 2.1 Sale Notice Section 5.26(d) Section 338(h)(10) Election Section 5.16(g)(i) Section 338(h)(10) Election Accounting Firm Section 5.16(g)(i) Section 338(h)(10) Election Amount Section 1.1(f)(i5.16(g)(i) Per Share Xxxxxx Payable Section 338(h)(10) Forms Section 5.16(g)(iii) Seller Controlled Action Section 5.19(a) Seller Deferred Compensation Plans Section 5.2(g)(i) Seller Guarantors Section 5.20(a) Seller Indemnified Parties Section 8.3 Seller Parent Preamble Seller Surviving Representations Section 8.1(a) Seller Thrift Plan Section 5.2(f)(i) Sellers Preamble Separation Activities Section 5.7(a) Separation Plan Section 5.7(a) Service Credits Section 5.2(c)(ii) Signing Date Preamble Speedway Retirement Plan Sharing Amount Section 1.1(f)(ii5.2(e) Process Agent Stock Basis Section 7.9(c5.16(g)(i) Prospector Rig Acquisition Stock Purchase Subsidiaries Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail 5.16(g)(i) Straddle Period Section 5.4(c5.16(h)(i) Tender Offer Consideration Support Services Section 1.1(a)(ii5.12 Tax Claim Section 5.16(k)(i) Tendering Members Recitals Termination Payment Tax Clearance Certificates Section 6.2(b5.16(m) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Terminating Contracts Section 5.11(a) Third Party Claim Section 8.4(b) Threshold Section 8.5(a)(i) Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point Condemnation Actions Section 5.28(b) Transaction Accounting Principles -25- Section 1.1 Transferred Employees Transition Services Agreement Transportation Services Agreements Unclaimed Property Reports Section 5.2(a)(iii) Section 5.30(a) Section 5.30(c) Section 3.31 Union Section 3.19(a) Unresolved Items Section 2.4(f) willful and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):material breach -26- Section 7.2

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Adverse Recommendation Change Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii6.2(c) Agreement Preamble Bankruptcy Cases Alternative Acquisition Agreement Section 5.9 6.2(c) Arbitrator Section 10.8(b) Base Premium Section 7.4(d) CICA Section 2.1 Closing Section 2.2 Closing Date Section 2.2 Company Preamble Company Benefit Plans Section 4.12(a) Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Equity Interests Section 1.1(f)(iii4.2(a) Company Group Section 9.2(h) Company Material Properties Section 4.19(b) Company Permits Section 4.18(b) Company Termination Fee Section 9.2(e) Competing Proposal Section 6.2(g) Contract Section 4.15(a) Covered Persons Section 7.4(a) Data Protection Laws Section 4.17(j) Dissenting Shareholders Section 3.5(a) Dissenting Shares Recitals D&O Insurance Section 5.4(c3.5(a) Dollars Section 1.3(c) Effective Time Section 2.3 Enforceability Limitations Exceptions Section 2.3(b4.3 EP toxicity Section 1.1 Equity Commitment Letters Section 5.5(a) Equity Award Cash Consideration Financing Section 1.1(h5.5(a) Equity Award Xxxxxx Payment Exchange Act Section 1.1(h4.5 Exchange Fund Section 3.4(a) Exculpation and FCPA Section 4.18(c) Financial Statements Section 4.6(b) GAAP Section 4.6(b) Governmental Entity Section 4.5 HKIAC Section 10.8(b) Indemnification Agreements Section 5.4(b7.4(a) Indemnified Parties Intervening Event Section 5.4(a6.2(d) Annex A-5 Xxxxxx IP Rights Agreements Section 1.1(f)(iii4.17(d) Xxxxxx Claim Legal Proceeding Section 1.1(f)(iii4.11 Limited Guarantee Recitals Material Contract Section 4.15(b) Offer Merger Recitals Offer Conditions Merger Consideration Section 1.1(a)(iv3.4(a) Offer to Purchase Merger Sub Recitals NASDAQ Section 1.1(a)(iii4.5 7 Open Source Materials Section 4.17(j) Outside Date Parent Parent Parent Group Section 6.1(d9.2(h) Parent Group Contracts Section 5.8 Parent Termination Fee Section 9.2(f) Party Preamble Per Member Xxxxxx Payable Amount Paying Agent Section 1.1(f)(i3.4(a) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Merger Consideration Section 1.1(a)(ii3.1(a) Tendering Members Plan of Merger Section 2.3 PRC Subsidiaries Section 4.10(a) Protected Information Section 4.17(i) Proxy Statement Section 4.5 Record Date Section 6.4(a) Registrar of Companies Section 2.3 Risk Factors Article IV Rules Section 10.8(b) Sanctions Section 4.18(c) Xxxxxxxx-Xxxxx Act Section 4.6(a) Schedule 13E-3 Section 6.3(a) SEC Section 4.5 SEC Documents Section 4.6(a) Securities Act Section 4.6(a) Share Certificates Section 3.4(b)(i) Special Committee Recitals Termination Payment Superior Proposal Section 6.2(b6.2(h) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Support Agreement Recitals Surviving Entity Section 2.1 Takeover Statute Section 4.25 Transaction Litigation Section 7.7 Transactions Recitals Uncertificated Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attachedSection 3.4(b)(i) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):VIE Contracts Section 4.10(c)

Terms Defined Elsewhere. The following terms are defined elsewhere in For purposes of this Agreement, each of the following terms (as indicated capitalized below) when used in this Agreement will have the meaning ascribed to such term in the Section set forth opposite such term: Acceptance Time 85 Action Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii5.10(b) Agreement Preamble Bankruptcy Cases Alternative Financing Section 5.9 5.16(c) Alternative Proposal Section 5.4(g) Appraisal Rights Section 2.1(b) Book-Entry Shares Section 2.2(a) Burdensome Condition Section 5.7(c) Cancelled Shares Section 2.1(a)(ii) Certificate of Merger ‎Section 1.3 Certificates Section 2.2(a) Change of Recommendation Section 5.4(c) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(b)(iii) Commitment Letter Section 4.6(a) Common Stock Section 2.1(a)(i) Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II 3 Company PSU Consideration Section 2.3(c) Company Recommendation Section 3.3 Company Registered IP Section 3.10(a) Company Related Parties ‎Section 7.3(d) Company RSU Consideration Section 2.3(a) Company SEC Reports Section 3.5(a) Company Stockholder Approval Section 3.20 Company Stockholders’ Meeting ‎Section 5.5(b) Company Termination Fee Section 7.3(a) Confidentiality Agreement Section 5.3(b) Continuation Period Section 5.6(a) Data Breach Section 3.10(f) Data Protection Requirements Section 3.10(a) Definitive Agreements Section 5.16(a) DGCL Recitals Dissenting Shares Section 2.1(b) XXXXX Article 3 Effective Time Section 1.3 Employee Census ‎Section 3.15(g) End Date ‎Section 7.1(b) Filed SEC Reports Article 3 Financing Section 4.6(a) Financing Amounts Section 4.6(d) Indemnified Party Section 1.1(f)(iii5.10(b) Company Shares Intervening Event Section 5.4(i) Intervening Event Notice Section 5.4(e) Intervening Event Notice Period Section 5.4(e) Leases Section 3.9(a) Legal Restraint ‎Section 6.1(b) Lenders Section 4.6(a) Made Available to Parent Section 8.12 Material Contract Section 3.11(a) Maximum Amount Section 5.10(c) Measurement Time Section 3.2(a) Merger Recitals D&O Insurance Merger Consideration Section 5.4(c2.1(a)(i) Enforceability Limitations Merger Sub Preamble New Plans Section 5.6(b) Old Plans Section 5.6(b) Owned Real Property Section 3.9(a) Parent Preamble Parent Approvals Section 4.2(b) Parent Disclosure Letter Article 4 Parent Material Adverse Effect ‎Section 4.1 Parent Related Parties ‎Section 7.3(d) Parent RSU Section 2.3(b) Equity Award Cash Consideration Parent Termination Fee Section 1.1(h7.3(b)(i) Equity Award Xxxxxx Paying Agent Section 2.2(a) Payment Fund Section 1.1(h2.2(a) Exculpation and Indemnification Agreements Permitted Change of Recommendation Section 5.4(b5.4(e) Indemnified Parties Permitted Termination Section 5.4(a5.16(b) Annex A-5 Xxxxxx Prohibited Modifications Section 1.1(f)(iii5.16(b) Xxxxxx Claim Proposed Dissenting Shares Section 1.1(f)(iii2.1(b) Offer Recitals Offer Conditions Representatives Section 1.1(a)(iv5.3(a) Offer to Purchase Share Section 1.1(a)(iii2.1(a)(i) Outside Subsidiary Shares Section 2.1(a)(i) Superior Proposal ‎Section 5.4(h) Superior Proposal Notice Section 5.4(d) Superior Proposal Notice Period ‎Section 5.4(c) Surviving Corporation Section 1.1 Takeover Statute Section 3.19 Tax Incentive ‎Section 3.15(g) Terminating Company PSU Section 2.3(c) Terminating Company RSU Section 2.3(a) Termination Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Recitals Termination Payment Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):5.1(a)

Terms Defined Elsewhere. The following terms are defined elsewhere in For purposes of this Agreement, each of the following terms (as indicated capitalized below) when used in this Agreement will have the meaning ascribed to such term in the Section set forth opposite such term: Acceptance Time Action Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii5.10(b) Agreement Preamble Bankruptcy Cases Alternative Financing Section 5.9 5.16(c) Alternative Proposal Section 5.4(g) Appraisal Rights Section 2.1(b) Book-Entry Shares Section 2.2(a) Burdensome Condition Section 5.7(c) Cancelled Shares Section 2.1(a)(ii) Certificate of Merger Section 1.3 Certificates Section 2.2(a) Change of Recommendation Section 5.4(c) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(b)(iii) Commitment Letter Section 4.6(a) Common Stock Section 2.1(a)(i) Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II 3 Company PSU Consideration Section 2.3(c) Company Recommendation Section 3.3 Company Registered IP Section 3.10(a) Company Related Parties Section 7.3(d) Company RSU Consideration Section 2.3(a) Company SEC Reports Section 3.5(a) Company Stockholder Approval Section 3.20 Company Stockholders’ Meeting Section 5.5(b) Company Termination Fee Section 7.3(a) Confidentiality Agreement Section 5.3(b) Continuation Period Section 5.6(a) Data Breach Section 3.10(a) Data Protection Requirements Section 3.10(f) Definitive Agreements Section 5.16(a) DGCL Recitals Dissenting Shares Section 2.1(b) XXXXX Article 3 Effective Time Section 1.3 Employee Census Section 3.15(g) End Date Section 7.1(b) Filed SEC Reports Article 3 Financing Section 4.6(a) Financing Amounts Section 4.6(d) Indemnified Party Section 1.1(f)(iii5.10(b) Company Shares Intervening Event Section 5.4(i) Intervening Event Notice Section 5.4(e) Intervening Event Notice Period Section 5.4(e) Leases Section 3.9(a) Legal Restraint Section 6.1(b) Lenders Section 4.6(a) Made Available to Parent Section 8.12 Material Contract Section 3.11(a) 83 Maximum Amount Section 5.10(c) Measurement Time Section 3.2(a) Merger Recitals D&O Insurance Merger Consideration Section 5.4(c2.1(a)(i) Enforceability Limitations Merger Sub Preamble New Plans Section 5.6(b) Old Plans Section 5.6(b) Owned Real Property Section 3.9(a) Parent Preamble Parent Approvals Section 4.2(b) Parent Disclosure Letter Article 4 Parent Material Adverse Effect Section 4.1 Parent Related Parties Section 7.3(d) Parent RSU Section 2.3(b) Equity Award Cash Consideration Parent Termination Fee Section 1.1(h7.3(b)(i) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Paying Agent Section 7.9(c2.2(a) Prospector Rig Acquisition Payment Fund Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail 2.2(a) Permitted Change of Recommendation Section 5.4(e) Permitted Termination Section 5.16(b) Prohibited Modifications Section 5.16(b) Proposed Dissenting Shares Section 2.1(b) Representatives Section 5.3(a) Share Section 2.1(a)(i) Subsidiary Shares Section 2.1(a)(i) Superior Proposal Section 5.4(h) Superior Proposal Notice Section 5.4(d) Superior Proposal Notice Period Section 5.4(c) Tender Offer Consideration Surviving Corporation Section 1.1(a)(ii1.1 Takeover Statute Section 3.19 Tax Incentive Section 3.15(g) Tendering Members Recitals Terminating Company PSU Section 2.3(c) Terminating Company RSU Section 2.3(a) Termination Payment Date Section 6.2(b5.1(a) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):84

Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii) Agreement Preamble Bankruptcy Cases Arbitrator Section 5.9 10.08(b) Base Premium Section 7.04(d) Change in Recommendation Section 6.02(f) Closing Section 2.02 Closing Date Section 2.02 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Equity Interests Section 1.1(f)(iii4.02(a) Company Shares Recitals D&O Insurance Group Section 5.4(c9.02(d) Company Termination Fee Section 9.02(b) Competing Proposal Section 6.02(e) Competition Laws Section 4.05 Covered Persons Section 7.04(a) Deposit Agreement Section 3.05 Depositary Section 3.05 Effective Time Section 2.03 Enforceability Limitations Exceptions Section 2.3(b4.03 GAAP Section 4.06(b) Equity Award Cash Consideration Governmental Entity Section 1.1(h4.05 HKIAC Section 10.08(b) Equity Award Xxxxxx Payment HKIAC Rules Section 1.1(h10.08(b) Exculpation and Indemnification Agreements Section 5.4(b7.04(a) Indemnified Intervening Event Section 6.02(h) Intervening Event Termination Section 6.02(h) Legal Proceeding Section 5.06 Limited Guarantee Recitals Merger Recitals Merger Consideration Section 3.02(a) Merger Consideration Fund Section 3.02(a) Merger Sub Preamble NASDAQ Section 4.02(a) Non-Required Remedy Section 7.02(e) Option Consideration Section 3.03(a) Parent Preamble Parent Group Section 9.02(d) Parent Termination Fee Section 9.02(c) Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Preamble Party Preamble Paying Agent Section 3.02(a) Per Member Xxxxxx Payable Amount ADS Merger Consideration Section 1.1(f)(i3.01(b) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Merger Consideration Section 1.1(a)(ii3.01(a) Tendering Members Plan of Merger Section 2.03 Record ADS Holders Section 6.03(c) Record Date Section 6.03(c) Rollover Agreement Recitals Termination Payment Rollover Shareholders Recitals RSU Consideration Section 6.2(b3.03(c) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Xxxxxxxx-Xxxxx Act Section 4.06(a) Schedule 13E-3 Section 6.03(a) SEC Documents Section 4.06(a) Securities Act Section 4.06(a) Special Committee Recitals Superior Proposal Section 6.02(g) Surviving Company Section 2.01 Takeover Statute Section 7.05 Transaction Litigation Section 7.07 Transactions Recitals Uncertificated Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):Section 3.02(b)(i)

Terms Defined Elsewhere. The Each of the following terms are defined elsewhere has the meaning ascribed to such term in this Agreement, as indicated belowthe Article or Section set forth opposite such term: Acceptance Time Defined Term Reference 2021 Bonus Section 1.1(e5.14(d) Aggregate Xxxxxx Payable Acquisition Recitals Agreement Preamble Alternative Transaction Bonus Amount Section 1.1(f)(iii5.14(f) Alternative Transaction Bonus Schedule Section 5.14(f) Antitrust Laws Section 5.2(c) Binder Agreement Section 5.3(a) Buyer Preamble Bankruptcy Cases Closing Section 5.9 2.5 Closing Date Section 2.5 Closing Item Section 2.4(a) Closing Statement Section 2.4(a) Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Confidential Information Section 1.1(f)(iii5.19(b) Company Shares Recitals Continuing Employee Section 5.14(a) D&O Insurance Provisions Section 5.4(c5.11(a) Enforceability Limitations Debt Financing Section 2.3(b5.20 Dispute Notice Section 2.4(b) Equity Award Employee Benefit Plan Section 3.14(a) Enforcement Exceptions Section 3.1 Escrow Account Section 2.6(d)(G) Escrow Agreement Section 2.6(d)(B) Estimated Cash Consideration Section 1.1(h2.3 Estimated Closing Statement Section 2.3 Estimated Indebtedness Section 2.3 Estimated Transaction Expenses Section 2.3 Estimated Working Capital Section 2.3 Excess Amount Section 2.4(d) Equity Award Xxxxxx Payment Final Cash Section 1.1(h2.4(a) Exculpation and Indemnification Agreements Final Indebtedness Section 5.4(b2.4(a) Final Transaction Expenses Section 2.4(a) Final Working Capital Section 2.4(a) Defined Term Reference Financial Statements Section 3.4(a) Foreign Plans Section 3.14(e) Indemnified Parties Persons Section 5.4(a5.11(a) Annex A-5 Xxxxxx IRS Section 1.1(f)(iii3.14(a) Xxxxxx Claim Material Contract Section 1.1(f)(iii3.9(b) Offer Recitals Offer Conditions Material Customers Section 1.1(a)(iv) Offer to Purchase 3.18 Material Suppliers Section 1.1(a)(iii) 3.18 New Plans Section 5.14 Non-Party Affiliate Section 5.16 Outside Date Section 6.1(d6.1(c) Parachute Payment Waiver Section 5.14(e) Party Preamble Per Member Xxxxxx Payable Post-Closing Representation Section 7.11 Pre-Closing Period Section 5.1(d)(i) Privileged Deal Communication Section 7.11 Purchased Shares Recitals Remedial Actions Section 5.2(c) Resolution Period Section 2.4(b) Review Period Section 2.4(b) R&W Insurance Policy Section 5.3(a) Sanctioned Countries Section 3.16(d) Sanctioned Persons Section 3.16(d) Sanctions Authority Section 3.16(d) Seller Preamble Seller Registered IP Section 3.10(a) Seller Counsel Section 7.11 Seller Released Parties Section 5.10 Seller Tax Returns Section 5.6(c) Separation Documents Section 2.1(b) Shortfall Amount Section 1.1(f)(i2.4(e) Per Share Xxxxxx Payable Amount Systems Section 1.1(f)(ii3.10(k) Process Agent Tail Policy Section 7.9(c5.11(b) Prospector Rig Acquisition Trade Controls Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period 3.16(d) Transfer Taxes Section 5.4(c5.6(c) Tender Offer Consideration Valuation Firm Section 1.1(a)(ii2.4(b) Tendering Members Recitals Termination Payment Waiving Parties Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):7.11 ARTICLE II

Terms Defined Elsewhere. The following terms are defined elsewhere in For purposes of this Agreement, as indicated belowthe following terms have the meanings set forth in the Sections indicated: Acceptance Time Term Section 1.1(e2017 Financial Statements Section 5.13(a) Aggregate Xxxxxx Payable Acquisition Transaction Section 5.9 Agreement Preamble Agreements and Instruments Section 4.12 Allocation Statement Section 2.7(a) Annual Financial Statements Section 3.6 Antitrust Laws Section 5.4(b) Balance Sheet Section 3.6 Balance Sheet Date Section 3.6 Basket Section 8.5(a) Cash Consideration Amount Section 1.1(f)(iii2.2(a) Agreement Preamble Bankruptcy Cases Closing Section 5.9 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party 7.4 Closing Cash Consideration Section 1.1(f)(iii2.3 Closing Date Section 7.4 Closing Net Working Capital Section 2.4(a) Closing Statement Section 2.4(a) Company Shares Released Parties Section 5.10(a) Cumulative Revenue Make Up Amount Section 2.5(a) Dispute Notice Section 2.4(b) 15 Term Section Disputed Amount Section 2.6(b) Earnout Recipients Section 2.5(d) Earnout Statement Section 2.5 Employee Benefit Plans Section 3.14(a) Equity Interests Recitals D&O Estimated Closing Statement Section 2.3 Estimated Net Working Capital Section 2.3 FCPA Section 3.17(c) Financial Statements Section 3.6 Fraud Claims Section 8.1(b) X. Xxxxxx Guaranties Section 5.14 HSR Act Section 3.5(b) Indemnification Claim Section 8.4(a) Indemnity Cap Section 8.5(d) Insurance Policies Section 5.4(c3.21 Interim Financial Statements Section 3.6 Leased Real Property Section 3.10(a) Enforceability Limitations Losses Section 8.2(a) Material Contracts Section 3.13(a) Material Customers Section 3.24(a) Material Vendors Section 3.24(a) Non-Disclosure Agreement Section 5.6(a) NYSE Section 4.13 Objection Notice Section 2.5(c) Party and Parties Preamble Payoff Letters Section 7.1(i) Personal Property Leases Section 3.11 Purchaser Preamble Purchaser Common Stock Section 2.2(a) Purchaser Documents Section 4.2 Purchaser Financial Statements Section 4.10 Purchaser Indemnified Parties Section 8.2(a) Purchaser Plans Section 6.1(b) Purchaser Preferred Stock Section 4.9(a) Purchaser SEC Documents Section 4.11(a) R&W Policy Premium Section 8.10 Real Property Leases Section 3.10(a) 16 Term Section 93 Required Quarter Financial Statements Section 5.13(a) Rights-of-Way Section 3.10(a) SEC Section 4.10 Seller Documents Section 3.2 Seller Indemnified Parties Section 8.3 Sellers Representative Section 9.1(a) Sellers Preamble Specified Creditors Section 2.3(b) Equity Award Cash Specified Indebtedness Section 2.3(b) Specified Indebtedness Statement Section 2.3(b) Tax Matter Section 9.2(d) Termination Date Section 7.5(a) Transaction Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Recitals Termination Payment Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):2.2

Terms Defined Elsewhere. The following is a list of additional terms are defined elsewhere used in this Agreement, as indicated belowAgreement and a reference to the Section hereof in which such term is defined: Acceptance Time Term Section 1.1(eAcquisition Proposal Section 7.7(a) Aggregate Xxxxxx Payable ARRA Section 4.11(g) Audited Financial Statements Section 6.13 Auditor’s Consent Section 6.13 Bankruptcy and Equity Exception Section 4.2(a) Buyer Preamble Business Software Section 4.13(i) Buyer Indemnitees Section 12.2(a) Cap Section 12.3(c)(i) Calculation Notice Section 3.2(b) Change In Control Customer Contracts Section 4.14(d) Closing Section 9.1 Closing Date Section 9.1 Closing Date Interest Rate Section 3.2(d) Term Section CMS Preamble CMS Group Charter Documents Section 4.1(b) CMS Group Release Section 7.8 COBRA Section 4.11(g) Coventry Preamble Cure Period Section 11.1(b) Deductible Section 12.3(a) Disputed Items Section 3.2(b) D&O Obligations Section 6.12 D&O Released Parties Section 12.6 Excluded Assets Section 2.2(a) FHC Recitals FHC Stock Recitals FHS Recitals FHS Closing Date Balance Sheet Section 3.2(a) FHS Closing Date Payment Section 2.4(a) FHS Estimated Working Capital Section 3.1(a) FHS Financial Statements Section 4.5(a) FHS Initial Calculation Section 3.2(a) FHS Interim Financial Statements Section 4.5(a) FHS Material Permits Section 4.17 FHS Negative Estimated Working Capital Adjustment Section 3.1(a) FHS Positive Estimated Working Capital Adjustment Section 3.1(a) FHS Restricted Business Section 7.3(a) FHS Stock Recitals FHS Working Capital Adjustment Amount Section 1.1(f)(iii3.2(d) Agreement FHS Year End Financial Statements Section 4.5(a) Final FHS Working Capital Section 3.2(d) FIRPTA Affidavit Section 9.2(l) First Health Group Preamble Bankruptcy Cases Foreign Plans Section 5.9 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company 4.11(h) Fundamental Representations Section 12.1(a) Governmental Damages Section 10.2(e) Governmental Investigation Section 10.2(e) HIPAA Section 4.11(g) Hired Employees Section 7.2(b)(i) HSR Filing Section 6.5(b) Indemnifiable Losses Section 12.2(b) Indemnification Notice Section 12.5(a) Indemnified Party Section 1.1(f)(iii12.2(c) Company Infringes Section 4.13(b) Term Section Injunctions Section 10.1(b) Labor Union Section 4.12(a) Legal Actions Section 10.1(c) Loss of Profits Section 12.3(f) Material Contract Section 4.14(b) Party or Parties Preamble Policies Section 4.15 Property Taxes Section 8.2(b)(i) Provider Synergies Recitals Provider Synergies Interests Recitals Purchase Price Section 2.4(a) Re-Calculated FHS Working Capital Section 3.2(e) Re-Calculated FHS Working Capital Adjustment Amount Section 3.2(e) Registered IP Section 4.13(a) Related Persons Section 4.19 Releasing Parties Section 12.6 Restraints Section 10.1(c) Seller Indemnifiable Losses Section 12.2(b) Seller Indemnitees Section 12.2(b) Settlement Firm Section 3.2(c) Shares Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Tax Claim Section 1.1(f)(iii8.3(a) Offer Recitals Offer Conditions Tax Return Notice Section 1.1(a)(iv8.1(b)(i) Offer to Purchase Tax Settlement Firm Section 1.1(a)(iii8.1(b)(i) Outside Termination Date Section 6.1(d11.1(e)(i) Third Party Preamble Per Member Xxxxxx Payable Amount Claim Section 1.1(f)(i12.4(a) Per Share Xxxxxx Payable Amount Transfer Taxes Section 1.1(f)(ii8.2(a) Process Agent Unsold Securities Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Recitals Termination Payment Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):7.9

Terms Defined Elsewhere. The For purposes of this Agreement, the following terms are defined elsewhere (as capitalized below) will have the following meanings when used in this Agreement, as indicated below: Acceptance Time Action Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii5.10(b) Agreement Preamble Bankruptcy Cases Appraisal Rights Section 5.9 Company Preamble Company 2.1(b) Board of Directors Recitals Book-Entry Shares Section 2.2(a) Cancelled Shares Section 2.1(a)(ii) Certificate of Merger Section 1.3 Certificates Section 2.2(a) Change of Recommendation Section 5.4(e) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(b)(iii) Common Stock Section 2.1(a)(i) Company Board Recommendation Recitals Preamble Company Disclosure Letter Article II 3 Company Employees Section 5.6(a) Company Post-Signing RSU Award Section 2.3(c) Company Related Parties Section 7.3(a) Company SEC Reports Section 3.5(a) Company Stockholders’ Meeting Section 5.5(b) Company Termination Fee Section 7.3(a) Confidentiality Agreement Section 5.3(b) Development Real Property Section 3.9(e) DFARS Section 3.20(c) DGCL Recitals Dissenting Shares Section 2.1(b) EAR Section 3.15(d) EXXXX Article 3 Effective Time Section 1.3 End Date Section 7.1(b) ESPP Section 3.2(b)(i) Exchange Fund Section 2.2(a) Filed SEC Reports Article 3 Financing Amounts Section 4.12 HSR Act Section 3.4 Indemnified Party Section 1.1(f)(iii5.10(b) Company Shares Intervening Event Notice Section 5.4(f) Leases Section 3.9(a) Legal Restraint Section 6.1(b) Major Customer Section 3.13(a) Major Supplier Section 3.13(b) Material Contract Section 3.11(a) Maximum Amount Section 5.10(c) Measurement Time Section 3.2(a) Merger Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Merger Consideration Section 1.1(h2.1(a)(i) Equity Award Xxxxxx Payment Merger Sub Preamble New Plans Section 1.1(h5.6(b) Exculpation and Indemnification Agreements Old Plans Section 5.4(b5.6(b) Indemnified Parties Owned Real Property Section 5.4(a3.9(a) Annex A-5 Xxxxxx Parent Preamble Parent Approvals Section 1.1(f)(iii4.2(b) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Parent Disclosure Letter Article III Tail Period 4 Parent Material Adverse Effect Section 5.4(c4.1 Parent Related Parties Section 7.3(a) Tender Offer Consideration Parent RSU Award Section 1.1(a)(ii2.3(c)(i) Tendering Members Recitals Paying Agent Section 2.2(a) Proposed Dissenting Shares Section 2.1(b) Recommendation Section 3.3 Remedial Action Section 5.7(b) Representatives Section 5.3(a) Required Company Stockholder Vote Section 3.23 Sexual Misconduct Allegation Section 3.18(c) Share Section 2.1(a)(i) Specified Approvals Section 3.4 Standards Organization Section 3.10(b) Superior Proposal Notice Section 5.4(e) Surviving Corporation Section 1.1 Takeover Statute Section 3.22 Termination Payment Date Section 6.2(b5.1(a) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):WARN Act Section 3.18(a)

Terms Defined Elsewhere. The following is a list of additional terms are defined elsewhere used in this Agreement, as indicated belowAgreement and a reference to the Section hereof in which such term is defined: Acceptance Time Term Section 1.1(e) Acquisition Sub Preamble Aggregate Xxxxxx Payable Amount Loss Threshold Section 1.1(f)(iii8.3(a) Agreement Preamble Bankruptcy Cases Available NOL Amount Section 5.9 2.15(c) CIC Amendment Section 5.14(b) Claim Notice Section 8.4(a) Closing Section 2.3(a) Closing Date Section 2.3(a) Closing Working Capital Section 2.13(a)(i) Company Preamble Company Board of Directors Recitals Disclosure Schedule Article III Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Intellectual Property Section 1.1(f)(iii3.17(a) Company Credits Section 2.15(a) Damages Section 8.2(a), (c) Decline Date Section 2.13(d) DGCL Section 2.1 Dispute Notice Section 8.4(b) Disputed Line Items Section 2.13(d) Dissenting Shares Recitals D&O Insurance Section 5.4(c2.16(a) Enforceability Limitations Dissenting Shares Reduction Amount Section 2.3(b2.16(b) Equity Award Cash Consideration Effective Time Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) 2.2 Equityholder Indemnified Parties Section 5.4(a8.2(b) Annex A-5 Xxxxxx Estimated Working Capital Section 1.1(f)(iii2.13(b) Xxxxxx Claim Estimated Working Capital Adjustment Section 1.1(f)(iii2.13(b) Offer Recitals Offer Conditions Final Working Capital Adjustment Section 1.1(a)(iv2.13(e) Offer to Purchase Form Working Capital Statement Section 1.1(a)(iii2.13(a)(i) Term Section General Survival Date Section 8.1 Hireworks Section 5.15 Indemnified Officers Section 5.10 Indemnified Party Section 8.4(a) Indemnitor Section 8.4(b) Initial Calculation Section 2.13(c) Kenexa Indemnified Parties Section 8.2(a) Kenexa Technology Preamble Labor Union Section 3.16(a)(i) Letter of Transmittal Section 2.10(b) Material Contracts Section 3.6(a) Merger Section 2.1 Merger Certificate Section 2.2 Net Adjustment Amount Section 2.13(f) NOL Adjustment Amount Section 2.15(c) NOL Study Section 2.15(b) NOLs Section 2.15(a) Notice of Disagreement Section 2.13(d) Notice of NOL Disagreement Section 2.15(c) Option Cancellation Agreement Section 2.11 Option Holder Section 3.4(c) Outside Date Section 6.1(d7.1(b) Party Parent Preamble Per Member Xxxxxx Payable Pre-Closing Taxes Section 5.11(a) Relevant Group Section 3.10(a)(i) Representative Preamble Representative Agreement Section 8.8(a) Representative Parties Section 8.8(f)(iii) Settlement Accountants Section 2.13(d) Stockholder Approval Section 3.3(b) Straddle Period Section 5.11(a) Surviving Corporation Section 2.1 Targeted Credit Amount Section 1.1(f)(i2.15(a) Per Share Xxxxxx Payable Targeted NOL Amount Section 1.1(f)(ii2.15(a) Process Agent Tax or Taxes Section 7.9(c3.10(a)(ii) Prospector Rig Acquisition Tax Return Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period 3.10(a)(iii) Terminated Plan Section 5.4(c3.16(b)(i) Tender Offer Consideration Transaction Expense Statement Section 1.1(a)(ii2.9(a) Tendering Members Recitals Termination Payment Transfer Taxes Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):3.10(a)(iv)

Terms Defined Elsewhere. The following terms are defined elsewhere have the meanings set forth in this Agreement, as indicated the Sections set forth below: Acceptance Time Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii) Defined Term Location of Definitions Agreement Preamble Bankruptcy Cases Arbitrator Section 5.9 10.8(b) Available Cash Section 7.13 Base Premium Section 7.4(d) Change in Recommendation Section 6.2(d) Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Group Section 1.1(f)(iii9.2(d) Company Termination Fee Section 9.2(b) Confidential Information Section 10.11(c) Covered Persons Section 7.4(a) Deposit Agreement Section 3.5 Depositary Section 3.5 Deposited Available Cash Section 7.13 Dissent Notice Section 3.6(b)(ii) Dissent Right Section 3.6(b) Dissenting Shareholders Section 3.6(a) Dissenting Shares Recitals D&O Insurance Section 5.4(c3.6 Effective Time Section 2.3 Enforceability Exceptions Section 4.3 Financing Section 5.6(a) Enforceability Limitations GAAP Section 2.3(b4.6(d) Equity Award Cash Consideration Governmental Entity Section 1.1(h4.5 HKIAC Section 10.8(b) Equity Award Xxxxxx Payment HKIAC Rules Section 1.1(h10.8(b) Exculpation and Indemnification Agreements Section 5.4(b7.4(a) Indemnified Intervening Event Section 6.2(e) Intervening Event Termination Section 6.2(e) Limited Guarantee Recitals Loan Agreement Section 5.6(a) Material Company Permits Section 4.8 Merger Recitals Merger Consideration Section 3.2(a) Merger Consideration Fund Section 3.2(a) Merger Sub Preamble NASDAQ Section 4.2(b) Notice of Recommendation Change Section 6.2(d) Notice Period Section 6.2(d) Option Consideration Section 3.3(a)(i) Parent Preamble Parent Group Section 9.2(d) Parent Termination Fee Section 9.2(c) 5 Parties Preamble Paying Agent Section 5.4(a3.2(a) Annex A-5 Xxxxxx Per ADS Merger Consideration Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i3.1(b) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Merger Consideration Section 1.1(a)(ii3.1(a) Tendering Members Plan of Merger Section 2.3 Record ADS Holders Section 6.3(c) Record Date Section 6.3(c) Rollover Agreement Recitals Termination Payment Rollover Shareholders Recitals Ruhnn1106 Section 6.2(b5.6(a) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Xxxxxxxx-Xxxxx Act Section 4.6(a) Schedule 13E-3 Section 6.3(a) SEC Documents Section 4.6(a) Securities Act Section 4.6(a) Share Certificates Section 3.2(c)(i) Special Committee Recitals Subscription Agreement Section 5.6(a) Surviving Company Section 2.1 Takeover Statute Section 7.5 Transaction Litigation Section 7.8 Transactions Recitals Uncertificated Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attachedSection 3.2(c)(i) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):Vista Section 5.6(a)