WARRANT AGREEMENTWarrant Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 15, 2011, is by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • May 2nd, 2011 • Empeiria Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2011, by and between EMPEIRIA ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
UNDERWRITING AGREEMENT between EMPEIRIA ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS, LLC Dated: June 15, 2011Underwriting Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
The undersigned, Empeiria Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, LLC (“Cohen & Co.”) and with the other underwriters named on Schedule I hereto for which Cohen & Co. is acting as representative (Cohen & Co., in its capacity as representative, is referred to herein variously as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2011, is made and entered into by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of June 15, 2011 by and between Empeiria Acquisition Corp. (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2011 • Empeiria Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____________, 2011, is made and entered into by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (a “Holder” and collectively the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2014 • Integrated Drilling Equipment Holdings Corp • Blank checks • Texas
This Employment Agreement (this “Agreement”), dated as of July 18, 2014 (the “Execution Date”), between Integrated Drilling Equipment Holdings Corp., a Delaware corporation (the “Company”), and James Terry (the “Executive”) (collectively, the “Parties” and each, a “Party”) sets forth the terms and conditions of the Executive’s employment to be effective on July 21, 2014, or such other date as the Executive and the Company may mutually agree (the Executive’s “Start Date”). Each capitalized term utilized herein is defined in Section 26 to the extent not otherwise defined when such term first appears herein.
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this 13TH day of June, 2011 and amends and restates in its entirety the Unit Subscription Agreement entered into on February 25, 2011, as amended by Amendment No. 1 to the Unit Subscription Agreement, dated June 2, 2011, by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 142 W. 57th Street, 12th Floor, New York, New York 10019, and Empeiria Investors LLC (“Sponsor”), having its principal place of business at 142 W. 57th Street, 12th Floor, New York, New York 10019.
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • May 2nd, 2011 • Empeiria Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION OF THE COMPANY'S BUSINESS TRANSACTION AND _____________, 2011 [6 MONTHS FOLLOWING EFFECTIVE DATE]. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ____________, 2016 [5 YEARS FOLLOWING EFFECTIVE DATE].
Empeiria Acquisition Corp. New York, NY 10019Securities Subscription Agreement • March 4th, 2011 • Empeiria Acquisition Corp • New York
We are pleased to accept the offer Empeiria Investors LLC (the “Subscriber”) has made to purchase 4,000,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”) up to 500,000 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Empeiria Acquisition Corp., a Delaware corporation (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
June 15, 2011Underwriting Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and Cohen & Company Capital Markets, LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 6,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined i
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Texas
This FIRST AMENDMENT TO COMMERCIAL LEASE (this “Amendment”), dated as of December 14, 2012, is made and entered into by and between IDECO LLC (“Landlord”), and ADVANCED RIG SERVICES LLC (“Tenant”).
TERM LOAN AND SECURITY AGREEMENT by and among ELM PARK CAPITAL MANAGEMENT, LLC (as Agent) THE LENDERS THAT ARE SIGNATORY HERETO (as Lenders) EMPEIRIA ACQUISITION CORP. and INTEGRATED DRILLING EQUIPMENT, LLC and INTEGRATED DRILLING EQUIPMENT COMPANY...Term Loan and Security Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • New York
Term Loan and Security Agreement dated as of December 14, 2012, among EMPEIRIA ACQUISITION CORP., a Delaware corporation (“Empeiria”), INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE”), and INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC (formerly known as IDE Acquisition Co., LLC), a Delaware limited liability company (“Holdings”; Empeiria, IDE and Holdings are collectively the “Borrowers” and each individually is a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and ELM PARK CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Elm Park Capital Management”), as agent for Lenders (Elm Park Capital Management, in such capacity, the “Agent”).
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH INTEGRATED DRILLING EQUIPMENT, LLC INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC AND EMPEIRIA ACQUISITION CORP. (AS...Revolving Credit and Security Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Texas
Amended and Restated Revolving Credit and Security Agreement dated as of December 14, 2012, among INTEGRATED DRILLING EQUIPMENT, LLC, a limited liability company formed under the laws of the State of Delaware (“IDE”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC (formerly known as IDE Acquisition Co., LLC), a limited liability company formed under the laws of the State of Delaware (“Holdings”), and EMPEIRIA ACQUISITION CORP., a corporation formed under the laws of Delaware (“Empeiria,” and collectively with IDE and Holdings, “Borrowers” and each is individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated December 14, 2012, is made by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 14th, 2013 • Integrated Drilling Equipment Holdings Corp • Blank checks • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 14, 2013, is made by and between Integrated Drilling Equipment Holdings Corp, a Delaware corporation (the “Seller”) and Empeiria Investors, LLC, a Delaware limited liability company (“Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among EMPEIRIA ACQUISITION CORPORATION, IDE ACQUISITION CO., LLC, INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, INC., and STEPHEN COPE, AS REPRESENTATIVE Dated as of October 19, 2012Merger Agreement • October 19th, 2012 • Empeiria Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of October 19, 2012, by and among EMPEIRIA ACQUISITION CORPORATION, a Delaware corporation (“Parent”), IDE ACQUISITION CO., LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent (“Merger Sub”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, INC., a Delaware corporation (the “Company”), and STEPHEN COPE, in his capacity as representative of the Holders pursuant to Article 9 hereof (“Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10 below.
VOTING AGREEMENTVoting Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • New York
THIS VOTING AGREEMENT (this “Agreement”) is entered into on December 14, 2012, by and among Empeiria Acquisition Corporation, a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”), Stephen D. Cope (“Cope”), the undersigned parties listed under Holder on the signature page hereto (the “IDE Holders”) and the other parties that execute this Agreement or joinders hereto from time to time.
TERMINATION & INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTTermination & Intellectual Property Assignment Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • New York
THIS TERMINATION & INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, dated as of December 14, 2012 (this “Agreement”), is entered into by and between International Drilling Equipment Company LLC (“International”), Integrated Drilling Equipment Company, a Texas corporation (“IDE”), and Integrated Drilling Equipment, LLC, a Delaware limited liability company (“Assignee”). International, Assignee and IDE are collectively referred to herein as the “Parties.”
Form of Lock-up AgreementLock-Up Agreement • October 19th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • April 15th, 2014 • Integrated Drilling Equipment Holdings Corp • Blank checks • Texas
WHEREAS, Stephen Cope (the “Employee”) and Integrated Drilling Equipment Holdings Corp. (the “Company,” together with the Employee, the “Parties” and each a “Party”) have mutually agreed that the Employee will resign from his position as the Chief Executive Officer of the Company and continue as Vice Chairman of the Board of Directors of the Company (the “Board”), effective on the Termination Date (as defined below) and the receipt of the consideration set forth in Section 2; and
Lock-up AgreementLock-Up Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 14, 2012, is made by and between Empeiria Acquisition Corporation, a Delaware corporation (the “Seller”) and Empeiria Investors, LLC, a Delaware limited liability company (“Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated [—], 2012, is made by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).
FOURTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENTTerm Loan and Security Agreement • January 6th, 2015 • Integrated Drilling Equipment Holdings Corp • Oil & gas field machinery & equipment
THIS FOURTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT (this “Amendment”) is dated as of December 31, 2014, among INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (formerly known as Empeiria Acquisition Corp., “IDE Holdings Corp.”), INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE”), and INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability company (“Holdings LLC”; IDE Holdings Corp., IDE and Holdings LLC are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders which are a party hereto (collectively, the “Lenders” and individually a “Lender”) and ELM PARK CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Elm Park Capital Management”), as agent for Lenders (Elm Park Capital Management, in such capacity, the “Agent”). Capitalized terms used but not defined in this Amendment shall have the meanings
FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • May 15th, 2013 • Integrated Drilling Equipment Holdings Corp • Blank checks
THIS FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of April 9, 2013, among EMPEIRIA ACQUISITION CORP., a Delaware corporation (“Empeiria”), INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE”), and INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”; Empeiria, IDE and Holdings are collectively the “Borrowers” and each individually is a “Borrower”), the lenders which are a party hereto (collectively, the “Lenders” and individually a “Lender”) and ELM PARK CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Elm Park Capital Management”), as agent for Lenders (Elm Park Capital Management, in such capacity, the “Agent”). Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Term Loan and Security Agreement (defined below).
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 3rd, 2014 • Integrated Drilling Equipment Holdings Corp • Blank checks
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 31, 2014, among INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE” and “Borrowing Agent”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and Integrated Drilling Equipment Holdings Corp., formerly known as Empeiria Acquisition Corp., a Delaware corporation (“Empeiria,” and collectively with IDE and Holdings, “Borrowers”), each of the financial institutions which are now or which hereafter become a party hereto (individually, each a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”). Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Credit Agreement (defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • May 15th, 2013 • Integrated Drilling Equipment Holdings Corp • Blank checks
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 9, 2013, among INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE” and “Borrowing Agent”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and EMPEIRIA ACQUISITION CORP., a Delaware corporation (“Empeiria,” and collectively with IDE and Holdings, “Borrowers”), each of the financial institutions which are now or which hereafter become a party hereto (individually, each a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”). Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Credit Agreement (defined below).
EMPEIRIA ACQUISITION CORP. COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware
This COMMON STOCK WARRANT AGREEMENT (the “Agreement”) is dated as of December 14, 2012, and entered into by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”) on the one hand, Elm Park Credit Opportunities Fund, L.P., a Delaware limited partnership (“Elm Park U.S.”), Elm Park Credit Opportunities Fund, L.P., an Ontario limited partnership (“Elm Park Canada”), and one or more other investments funds managed by Elm Park Capital Management, LLC, a Delaware limited liability company (“Elm Park Capital Management”) and/or their affiliates and participant (collectively, the “Warrant Holders” and each a “Warrant Holder”) on the other hand. (The Warrants (as hereinafter defined) may be transferred to one or more transferees in whole or in part from time to time in accordance with the terms hereof; accordingly in the event of such a transfer, “Warrant Holder” shall mean each and every holder of a Warrant, or any part thereof, from time to time). Capitalized terms not o
EMPEIRIA ACQUISITION CORP.Administrative Services and Management Fee Agreement • May 2nd, 2011 • Empeiria Acquisition Corp • Blank checks
Amendment No. 1 to Securities Subscription AgreementSecurities Subscription Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This Amendment No. 1 (the “Amendment”) dated June 15, 2011 to that certain Securities Subscription Agreement (the “Agreement”) dated the January 24, 2011, by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”) and Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”). All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENTRevolving Credit and Security Agreement • April 8th, 2015 • Integrated Drilling Equipment Holdings Corp • Oil & gas field machinery & equipment
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of April 6, 2015, but effective for all purposes as of March 31, 2015 (the “Fifth Amendment Effective Date”), among INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE” and “Borrowing Agent”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and Integrated Drilling Equipment Holdings Corp., formerly known as Empeiria Acquisition Corp., a Delaware corporation (“Empeiria,” and collectively with IDE and Holdings, “Borrowers”), each of the financial institutions which are now or which hereafter become a party hereto (individually, each a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”). Capitalized terms used but not defined in this Amendment shall have the meanings giv
CONFIDENTIAL SALES REPRESENTATION AND NON-CIRCUMVENTION/NON-DISCLOSURE AGREEMENTSales Representation, Non-Circumvention and Non-Disclosure Agreement • April 15th, 2014 • Integrated Drilling Equipment Holdings Corp • Blank checks • Texas
This Agreement (“Agreement”), dated April 7, 2014, will constitute a Sales Representation, Non-Circumvention and Non-Disclosure Agreement by and between Integrated Drilling Equipment Holdings Corp. (“IDE”) (hereinafter referred to as “Company”) and Offshore and Marine Holdings LLC (the “Representative”).
THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • April 3rd, 2014 • Integrated Drilling Equipment Holdings Corp • Blank checks
THIS THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 31, 2014, among INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (formerly known as Empeiria Acquisition Corp., “IDE Holdings Corp.”), INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE”), and INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability company (“Holdings LLC”; IDE Holdings Corp., IDE and Holdings LLC are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders which are a party hereto (collectively, the “Lenders” and individually a “Lender”) and ELM PARK CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Elm Park Capital Management”), as agent for Lenders (Elm Park Capital Management, in such capacity, the “Agent”). Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Term Loan a
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • April 15th, 2014 • Integrated Drilling Equipment Holdings Corp • Blank checks • New York
THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is entered into on April 7, 2014 by and among Integrated Drilling Equipment Holdings Corp., a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”), Stephen D. Cope (“Cope”), the undersigned parties listed under Holder on the signature page hereto (the “IDE Holders”) and the other parties that execute this Agreement or joinders hereto from time to time.
