WARRANT CONFIRMATION AMENDMENT AGREEMENT

Exhibit 4.1

Execution Version

WARRANT CONFIRMATION AMENDMENT AGREEMENT

THIS WARRANT CONFIRMATION AMENDMENT AGREEMENT (this “Agreement”) dated as of May 4, 2011 is between Core Laboratories N.V. (“Issuer”) and Citibank, N.A. (“Dealer”). Unless otherwise defined herein, each capitalized term used herein shall have the meaning assigned to such term in the Confirmation referred to below.

RECITALS

WHEREAS, Issuer and Dealer (by way of an assignment from Xxxxxx Brothers OTC Derivatives Inc. (“Xxxxxx”) dated March 10, 2009), a copy of the agreement evidencing which is attached hereto as Exhibit A), are parties to a confirmation dated October 31, 2006 (as amended by that certain letter agreement dated as of November 15, 2006 between Xxxxxx, as represented by its agent Xxxxxx Brothers Inc. as its agent, and Issuer, the “Confirmation”), a copy of which is attached hereto as Exhibit B, relating to Warrants on shares of common stock (par value EUR 0.04) of Issuer issued by Issuer to Dealer;

WHEREAS, Issuer has declared and paid dividends and also had a two-for-one stock split that reduced the par value of the common stock to EUR 0.02 since the date of the Confirmation that collectively have resulted in an adjustment to the number of outstanding and Daily Warrants and the Strike Price, such that as of the date of this Agreement, the current aggregate number of outstanding Warrants is 6,592,140 Warrants, the number of Daily Warrants is 329,607 Warrants and the current Strike Price is $61.2482;

WHEREAS, Issuer and Dealer have agreed to amend the Confirmation and accelerate the expiration of part of the Transaction evidenced thereby, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Confirmation.

(a) The Confirmation is hereby amended by deleting in their entirety the “Number of Warrants”, “Daily Number of Warrants”, “Strike Price,” and “Expiration Date(s)” (as specified in Part 2 of the Confirmation) and replacing them with the following:


Number of Warrants:		6,592,140

Accelerated Daily Number of Warrants:		82,402

Remaining Daily Number of Warrants:		247,205

Strike Price:		For Warrants with Expiration Dates that fall in the period beginning on and including the First Expiration Date and ending on and including the Final Expiration Date, the Strike Price shall be


		$61.2482; for Warrants with Expiration Dates that fall in the period beginning on and including the First Accelerated Expiration Date and ending on and including the Final Accelerated Expiration Date, the Strike Price for all Warrants with each such particular Expiration Date will be determined by reference to the table set forth in Annex A, using as the input the VWAP Price on such Expiration Date (using linear interpolation or extrapolation if the particular VWAP Price on such Expiration Date does not appear in such table).

Expiration Date(s):		Each Scheduled Trading Day in the period beginning on and including the First Expiration Date and ending on and including the Final Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Remaining Daily Number of Warrants on such date, and each Scheduled Trading Day in the period beginning on and including the First Accelerated Expiration Date and ending on and including the Final Accelerated Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Accelerated Daily Number of Warrants on such date.

		Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date that falls in the period beginning on and including the First Expiration Date and ending on and including the Final Expiration Date, the Calculation Agent shall (i) make adjustments, if applicable, to the Remaining Daily Number of Warrants for which such day shall be an Expiration Date and (ii) designate the Scheduled Trading Day immediately following such day (which may be an Expiration Date for another Remaining Daily Number of Warrants) as the Expiration Date for the remaining Remaining Daily Number of Warrants or a portion thereof for the original Expiration Date; provided that any such designation shall be subject to legal, regulatory or self-regulatory requirements and related policies and procedures applicable to Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer); provided further that if such Expiration Date has not occurred


		pursuant to immediately preceding clause (ii) as of the third Scheduled Trading Day following the Final Expiration Date under this Transaction, the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that third Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means.

		Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date that falls in the period beginning on and including the First Accelerated Expiration Date and ending on and including the Final Accelerated Expiration Date, the Calculation Agent shall (i) make adjustments, if applicable, to the Accelerated Daily Number of Warrants for which such day shall be an Expiration Date and (ii) designate the Scheduled Trading Day immediately following such day (which may be an Expiration Date for another Accelerated Daily Number of Warrants) as the Expiration Date for the remaining Accelerated Daily Number of Warrants or a portion thereof for the original Expiration Date; provided that any such designation shall be subject to legal, regulatory or self-regulatory requirements and related policies and procedures applicable to Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer); provided further that if such Expiration Date has not occurred pursuant to immediately preceding clause (ii) as of the third Scheduled Trading Day following the Final Accelerated Expiration Date under this Transaction, the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that third Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means.

(b) The Confirmation is hereby amended by inserting new sections after “Final Expiration Date” in Part 2 of the Confirmation as follows:


First Accelerated Expiration Date:		The Scheduled Trading Day that is 20 Scheduled Trading Days prior to the Final Accelerated Expiration Date.

Final Accelerated Expiration Date:		June 1, 2011

2. Representations.

(a) On the date of this Agreement, each party represents to the other party that (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation; (ii) it has the power to execute this Agreement, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution delivery and performance; and (iii) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) On the date of this Agreement, Issuer represents to Dealer as follows:

	(1)		(A) none of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares and (B) all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

	(2)		(A) the assets of Issuer at their fair valuation exceed the liabilities of Issuer, including contingent liabilities, (B) the capital of Issuer is adequate to conduct the business of Issuer and (C) Issuer has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

	(3)		Issuer is receiving no additional payment for the issuance and delivery of Shares to Dealer.

(4)

Issuer is not compensating any financial advisor in connection with this Agreement.

	(1)		Dealer is the beneficial owner of the Warrants, free and clear of any lien and any other limitation or restriction, other than limitations and restrictions set forth in the Confirmation as imposed by applicable securities laws, and has been for a period of at least one (1) year prior to the date of this Agreement.

	(2)		Dealer is not, and has not been during the preceding three months, an “affiliate” of Issuer as that term is defined in Rule 144(a)(1) promulgated under the Securities Act of 1933.

	(3)		Dealer is making no additional payment for the delivery of Shares by Issuer in connection with a Net Share Settlement of the Warrants.

3. Acknowledgement of Dealer. Dealer acknowledges that Issuer is the issuer of the Shares. Dealer also understands and acknowledges that, for this and other reasons, Issuer has access to (and may be or is in possession of) information about Issuer and the Shares (which may include material, non-public information) that may be or is material and superior to the information available to Dealer, that Dealer does not have such access to such information, and that Issuer is not sharing any such information with Dealer. Dealer acknowledges that it is entering into this Agreement without any reliance on Issuer or any of Issuer’s representatives (except that Dealer is relying on Issuer’s representations, warranties and agreements set forth in the Confirmation and in this Agreement), that this Agreement has not been solicited by Issuer and has been entered into at Dealer’s initiative based on Dealer’s current investment or trading strategies. Dealer represents to Issuer that Dealer, together with Dealer’s professional advisers, is a sophisticated investor with respect to the Shares and Issuer, and is capable of evaluating the risks associated with the Transaction under the Confirmation as amended by this Agreement, including the risk of transacting on the basis of inferior information, and that Dealer is capable of sustaining any loss resulting therefrom without material injury.

Dealer also specifically acknowledges that Issuer would not enter into this Agreement in the absence of Dealer’s representations and acknowledgments set out in this Agreement, and that this Agreement, including such representations and acknowledgments, are a fundamental inducement to Issuer, and a substantial portion of the consideration provided by Dealer, in this transaction, and that Issuer would not enter into this transaction but for this inducement.

4. Effectiveness. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Upon the effectiveness of this Agreement, (a) all references to the Confirmation will be deemed to be the Confirmation, as amended by this Agreement, and (b) all references in the Confirmation to the “Transaction” will be deemed to be to the Transaction as amended by this Agreement.

5. Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing and executed by each of the parties hereto.

6. No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

7. Counterparts. This Agreement may be signed in any number of counterparts (including by PDF, facsimile or email transmission), each of which shall be an original, with the same effect as if all of the signatures hereto were upon the same instrument.

8. (a) Waiver of Trial by Jury. EACH OF ISSUER AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

[Signature page follows.]

The parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


CITIBANK, N.A.
By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Authorized Signatory

CORE LABORATORIES N.V.
By:	Core Laboratories International B.V., its Sole Managing Director

By:	/s/ Jan Willem Sodderland
	Name:	Jan Willem Sodderland
	Title:	Managing Director of Core Laboratories International B.V.

[Signature Page to Warrant Confirmation Amendment Agreement]

Exhibit A

Transfer and Assignment Agreement

TRANSFER AND ASSIGNMENT AGREEMENT (this “Transfer Agreement”)

dated as of March 9, 2009 between:

XXXXXX BROTHERS OTC DERIVATIVES INC. (the “Transferor”)

AND

CITIBANK, N.A. (the “Transferee”).

The Transferor and Core Laboratories N.V. (the “Remaining Party”) have entered into the transaction described on Annex A attached hereto (the “Transaction”), evidenced by the confirmation (as amended) described on such Annex A, a copy of which is attached hereto (the “Confirmation”).

With effect from and including the date hereof (the “Transfer Date”), the Transferor wishes to transfer and assign to the Transferee, and the Transferee wishes to accept and assume, all the rights, liabilities, duties and obligations of the Transferor under and in respect of the Transaction under the Confirmation.

Section 8(j) of the Confirmation permits the Transferor to effect the transfer and assignment contemplated by this Transfer Agreement without the consent of the Remaining Party.

The Transferor wishes to have released and discharged, as a result and to the extent of the transfer and assignment described above, its obligations under and in respect of the Transaction.

Accordingly, the parties agree as follows: —

Definitions.

Terms defined in the 2002 ISDA Master Agreement as published in 2002 by the International Swaps and Derivatives Association, Inc., (the “2002 ISDA Master Agreement”) are used herein as so defined, unless otherwise provided herein.

Transfer, Release, Discharge and Undertakings.

On a date to be determined by the Transferor and the Transferee (the “Fee Date”), and as consideration (the “Consideration”) for the transfer and assignment described herein, the Transferee agrees to pay the Transferor, by wire transfer to the account specified on Annex B attached hereto, the amount, determined by the Transferor and the Transferee in a commercially reasonable manner using an options pricing model customarily applied in over-the-counter equity derivatives with inputs already agreed between the Transferor and the Transferee, as specified in that certain fee letter agreement (the “Fee Letter Agreement”) dated as of the Fee Date between the Transferee and Transferor attached as Annex C hereto, without deduction, set-

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off or counterclaim in immediately available funds. This Transfer Agreement shall not be effective, and no party shall have any rights or obligations hereunder, unless and until the Transferor has received the Consideration. The Transferor shall notify the Remaining Party and the Transferee immediately upon receipt of the Consideration. With effect from and including the Transfer Date and in consideration of the mutual representations, warranties and covenants contained in this Transfer Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties):

(a)		the Transferor assigns, transfers, sells, conveys, and sets over (the “Transfer”), to the Transferee all rights, liabilities, title, obligations, and duties of the Transferor in, to, under, and in respect of, the Transaction and the Confirmation;

(b)		the Transferee accepts such Transfer of the Transaction and the Confirmation and assumes and agrees to perform each obligation and liability of the Transferor arising or to be performed under the Confirmation, in each case with the same force and effect as if the Transferee had been named as a party to the Confirmation instead of the Transferor;

(c)		the Transferor is released and discharged from further obligations to the Remaining Party with respect to the Transaction and the Confirmation and the rights of the Remaining Party against the Transferor thereunder are cancelled; provided that such release and discharge shall not affect any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Transfer Date, and all such payments and obligations shall be paid or performed by the Remaining Party or the Transferor in accordance with the terms of the Transaction; and

(d)		all references to the Transferor in the Confirmation shall be deemed to be references to the Transferee, and all references to “Xxxxxx Brothers Inc.” or “Agent” in the Confirmation shall be deemed to be removed and all provisions relating to such entity to be of no effect, and the Transferee shall promptly provide the Remaining Party with the relevant account and address information that shall replace the Transferor’s account and address information.

Representations and Warranties.

(a)

On the Transfer Date:

	(i)		Except as may be otherwise set forth in clause (iii)(B) below, each of the Transferor and the Transferee makes to each other those representations and warranties set forth in Section 3(a) of the 2002 ISDA Master Agreement with references in such Section to “this Agreement” or “any Credit Support Document” being deemed references to this Transfer Agreement alone.

	(ii)		Each of the Transferor and the Transferee represents and warrants to each other that this Transfer Agreement is being executed and performed in the ordinary course of such party’s business and that it is not required to obtain the approval of any court or regulatory agency as a condition to such execution and performance. Notwithstanding the foregoing, the Transferor represents and warrants that this

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			Transfer Agreement is being entered into in accordance with and pursuant to that certain Order Approving Consensual Assumption and Assignment of Prepetition Derivatives Contracts (the “Order”), which Order was entered by the bankruptcy court having jurisdiction over the Transferor’s Chapter 11 bankruptcy case. Without the prejudice to any rights or remedies it may have under the Order or otherwise, the Transferee acknowledges the validity of the Order to the extent that the Order is applicable to this Transfer Agreement and the Transaction.

	(iii)		The Transferor represents and warrants to the Transferee that:

	(A)		it has made no prior transfer (whether by way of security or otherwise) of the Transaction or the Confirmation or any interest or obligation in or under the Confirmation or in respect of the Transaction; and

	(B)		as of the Transfer Date, all obligations of the Transferor under the Transaction required to be performed on or before the Transfer Date have been fulfilled; provided, that one or more Events of Default and/or Termination Events have occurred in respect of the bankruptcy, ratings and/or other credit standing of the Transferor, which Event(s) of Default or Termination Event(s) shall be deemed to have been cured by the terms of this Transfer Agreement and pursuant to the Order.

	(iv)		The Transferee represents to the Transferor that it is a “qualified institutional buyer” as such term is defined in Rule 144A(a) under the Securities Act of 1933, as amended.

	(b)		The Transferor makes no representation or warranty and does not assume any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Transaction or the Confirmation or any documents relating thereto and assumes no responsibility for the condition, financial or otherwise, of the Remaining Party, the Transferee or any other person or for the performance and observance by the Remaining Party, the Transferee or any other person of any of its obligations under the Transaction or the Confirmation or any document relating thereto and any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded.

	(c)		Each party to this Transfer Agreement represents to the other party (i) that it is acting for its own account, and it has made its own independent decisions to enter into this Transfer Agreement and the transactions contemplated hereby (collectively, the “Transfer and Assignment Transaction”) and as to whether the Transfer and Assignment Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary; (ii) it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into the Transfer and Assignment Transaction, it being understood that information and explanations related to the terms and conditions of the Transfer and Assignment Transaction will not be considered investment advice or a recommendation to enter into the

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			Transfer and Assignment Transaction; and (iii) it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transfer and Assignment Transaction and is capable of assuming, and assumes, the risks of the Transfer and Assignment Transaction. No communication (written or oral) received from any party will be deemed to be an assurance or guarantee as to the expected results of the Transfer and Assignment Transaction, and no party to the Transfer and Assignment Transaction is acting as a fiduciary for or an advisor to any other party with respect to the Transfer and Assignment Transaction.

	(d)		With the exception of the representations and warranties made under this Section 3, each of the Transferor and the Transferee represents and warrants to each other that neither the other party to this Transfer Agreement nor any of their respective Affiliates have made, as of the Transfer Date, any representation on which it is relying or is entitled to rely.

Prior Adjustments.

The Transferor represents and warrants to the Transferee that, as a result of adjustments made pursuant to the terms of the Transaction prior to the Transfer Date, the Number of Warrants, the Daily Number of Warrants and the Strike Price as of the Transfer Date are 3,200,580, 160.029 and USD 126,2575, respectively.

Counterparts.

This Transfer Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

Costs and Expenses.

Unless otherwise agreed, the parties will each pay their own costs and expenses (including legal fees) incurred in connection with this Transfer Agreement and as a result of the negotiation, preparation and execution of this Transfer Agreement.

Amendments.

No amendment, modification or waiver in respect of this Transfer Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(a) Governing Law.

This Transfer Agreement will be governed by, and construed in accordance with, the law of the State of New York without reference to its choice of law doctrine.

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(b)

Jurisdiction.

With respect to any suit, action or proceedings relating to this Transfer Agreement, each party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City.

Waiver of Jury Trial.

The parties waive, to the fullest extend permitted by applicable law, any right they may have to a trial by jury in respect of any suit, action or proceeding relating to this Transfer Agreement. The parties certify that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and acknowledge that they have been induced to enter into this Transfer Agreement by, among other things, the mutual waivers and certifications in this Section 9.

[Signature page follows]

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IN WITNESS WHEREOF the parties have executed this Transfer Agreement on the respective dates specified below with effect from and including the Transfer Date.


XXXXXX BROTHERS OTC DERIVATIVES INC.
By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	President & COO
	Date:	3/9/09

CITIBANK, N.A.
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Representative
	Date:	3/9/09

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ANNEX A

The Transaction evidenced by the Confirmation dated as of October 31, 2006 between Xxxxxx Brothers OTC Derivatives Inc., represented by Xxxxxx Brothers Inc., as its agent, and Core Laboratories N.V. (the “Confirmation”), as amended by that certain letter agreement (the “Amendment”) dated as of November 15, 2006 between Xxxxxx Brothers OTC Derivatives Inc., represented by Xxxxxx Brothers Inc., as its agent, and Core Laboratories N.V. An executed copy of the Confirmation and the Amendment are attached to this Annex X.

XXXXXX BROTHERS OTC DERIVATIVES INC.
0000 XXXXX XXXXXX, 00xx XXXXX, XXX XXXX, XXX XXXX 00000

Exhibit B

Confirmation

Xxxxxx Brothers Inc., acting as Agent
Xxxxxx Brothers OTC Derivatives Inc., acting as Principal
Attention: Transaction Management Group
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

November 15, 2006

Core Laboratories N.V.
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx

Re: Warrant Transaction Amendment

This letter agreement (the “Amendment”) amends the terms and conditions of the Transaction (the “Transaction”) entered into between Xxxxxx Brothers OTC Derivatives Inc. (“Dealer”) represented by Xxxxxx Brothers Inc. (“Agent”) as its agent, and Core Laboratories N.V. (“Issuer”), pursuant to a letter agreement dated October 31, 2006 (the “Confirmation”), pursuant to which Dealer purchased from Issuer a Number of Warrants equal to 2,683,325. This Amendment relates to, and sets forth the terms of, the purchase by Dealer from Issuer of an additional Number of Warrants (the “Additional Number of Warrants”).

Upon the effectiveness of this Amendment, all references in the Confirmation to the “Number of Warrants” shall be deemed to be to the Number of Warrants, as amended hereby and all references in the Confirmation to the “Transaction” shall be deemed to be to the Transaction as amended hereby. Except to the extent specified below, all other provisions of the Confirmation shall apply to the Additional Number of Warrants as if such Additional Number of Warrants were originally subject to the Confirmation. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.

Amendments. In connection with the purchase by Dealer from Issuer of the Additional Number of Warrants, the Confirmation is hereby amended as follows:

1. The number “2,638,325” opposite the caption “Number of Warrants” in the Confirmation shall be replaced by the number “3,165,990.”

2. The number “131,916.25” opposite the caption “Daily Number of Warrants” in the Confirmation shall be replaced by the number “158,299.5.”

3. An additional “Premium” equal to USD 8,350,000 shall be payable by Dealer to Issuer with respect to the Additional Number of Warrants on November 17, 2006.

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4. The “Trade Date” with respect to obligations under this Amendment shall mean November 15, 2006.

5. The “Effective Date” with respect to obligations under this Amendment shall mean November 17, 2006.

Opinion. Issuer shall deliver to Dealer an opinion of counsel, dated as of November 17, 2006 and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a)(i) and (ii) of the Agreement and with respect to the execution, delivery and performance of the Transaction as amended hereby not violating or conflicting with the constitutional documents of Issuer or with the Third Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories LP, XX Xxxxxx Xxxxx Bank, N.A., Bank of America, N.A., XX Xxxxxx Securities Inc. and Banc of America Securities LLC, dated as of March 24, 2005, as amended to date.

Repeated Representations. Each of Issuer and Dealer hereby repeats their respective representations and warranties set forth in Section 7 of the Confirmation.

No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

Governing Law. The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it in the manner indicated in the attached cover letter.


Yours faithfully, Xxxxxx Brothers OTC Derivatives Inc.
By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Authorized Signatory

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Agreed and Accepted By:

Core Laboratories N.V.
By: Core Laboratories International B.V.,
its Sole Managing Director



By:	/s/ Xxx Xxxxxxxxxx
	Name:	Xxx Xxxxxxxxxx
	Title:	Managing Director of Core Laboratories International B.V.

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		October 31, 2006

To:		Core Laboratories N.V. Xxxxxxxxxxx 000 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx

From:		Xxxxxx Brothers Inc., acting as Agent Xxxxxx Brothers OTC Derivatives Inc., acting as Principal Attention: Transaction Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000

Re:		Issuer Warrant Transaction (Transaction Reference Number:_______________)

Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Xxxxxx Brothers OTC Derivatives Inc. (“Dealer”) represented by Xxxxxx Brothers Inc. (“Agent”) as its agent, and Core Laboratories N.V. (“Issuer”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Xxxxxx Brothers OTC Derivatives Inc. is not a member of the Securities Investor Protection Corporation.

1. This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the “2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2000 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. For purposes of the Equity Definitions, each reference herein to a Warrant shall be deemed to be a reference to a Call Option or an Option, as context requires.

This Confirmation evidences a complete and binding agreement between Dealer and Issuer as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”) as if Dealer and Issuer had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.

All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.

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2. The Transaction is a Warrant Transaction, which shall be considered a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:


General Terms:

Trade Date:		October 31, 2006

Effective Date:		November 6, 2006, subject to postponement pursuant to Section 8(m) hereof

Warrant Style:		European

Warrant Type:		Call

Seller:		Issuer

Buyer:		Dealer

Shares:		The Common Stock of Core Laboratories N.V., par value EUR 0.04 per share (NYSE Ticker Symbol: “CLB”).

Number of Warrants:		2,638,325

Daily Number of Warrants:		131,916.25

Warrant Entitlement:		One Share per Warrant

Strike Price:		USD127.5575

Premium:		USD48,150,000

Premium Payment Date:		The Effective Date

Exchange:		New York Stock Exchange

Related Exchange:		All Exchanges

Procedures for Exercise:

Expiration Time:		Valuation Time

Expiration Date(s):		Each Scheduled Trading Day in the period beginning on and including the First Expiration Date and ending on and including the Final Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date.

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		Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date (including the First Expiration Date), the Calculation Agent shall (i) make adjustments, if applicable, to the Daily Number of Warrants for which such day shall be an Expiration Date and (ii) designate the Scheduled Trading Day immediately following such day (which may be an Expiration Date for another Daily Number of Warrants) as the Expiration Date for the remaining Daily Number of Warrants or a portion thereof for the original Expiration Date; provided that any such designation shall be subject to legal, regulatory or self-regulatory requirements and related policies and procedures applicable to Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer); provided further that if such Expiration Date has not occurred pursuant to clause (ii) as of the third Scheduled Trading Day following the Final Expiration Date under this Transaction, the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that third Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means.

First Expiration Date:		The Scheduled Trading Day that is 20 Scheduled Trading Days prior to the Final Expiration Date.

Final Expiration Date:		January 25, 2012.

Market Disruption Event:		Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof.

Automatic Exercise:		Applicable; and means that each Warrant not previously exercised under the Transaction will be deemed to be automatically exercised at the

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		Expiration Time on the relevant Expiration Date unless Buyer notifies Seller (by telephone or in writing) prior to the Expiration Time on the Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply.

Issuer’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:		To be provided by Issuer.

Settlement Terms:

Valuation Date:		Each Expiration Date

Net Share Settlement:		On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date and will pay to Dealer the related Fractional Share Amount, if any.

Number of Shares to be Delivered:		For each Settlement Date, the Option Cash Settlement Amount (determined as if Cash Settlement were applicable) for the Warrants for which the Expiration Date is the corresponding Valuation Date divided by the Settlement Price for such corresponding Valuation Date, rounded down to the nearest whole number.

Settlement Price:		For any Valuation Date, the VWAP Price for such Valuation Date.

VWAP Price:		For any Valuation Date, the volume weighted average price per Share for such Valuation Date based on transactions executed on the New York Stock Exchange for the period between 9:30 a.m. and 4:00 p.m. New York City Time during such Valuation Date, as reported on Bloomberg Page “CLB <Equity> AQR.N” (or any successor thereto) or, in the event such price is not so reported on such Valuation Date for any reason, as reasonably determined by the Calculation Agent.

Other Applicable Provisions:		The provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations

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		therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction.

Adjustments:

Method of Adjustment:		Calculation Agent Adjustment

Extraordinary Dividend:		Any dividend or distribution that has an ex-dividend date occurring on or after the Trade Date and on or prior to the Expiration Date.

Extraordinary Events:

New Shares:		In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successors)”.

Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Cancellation and Payment (Calculation Agent Determination)

(c) Share-for-Combined:		Cancellation and Payment (Calculation Agent Determination)

Tender Offer:		Applicable.

Consequences of Tender Offers:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Cancellation and Payment (Calculation Agent Determination) on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration.

(c) Share-for-Combined:		Modified Calculation Agent Adjustment

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Nationalization, Insolvency and Delisting:		Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

(a) Change in Law:		Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”.

(b) Failure to Deliver:		Applicable

(c) Insolvency Filing:		Applicable

(d) Hedging Disruption:		Not Applicable

(e) Increased Cost of Hedging:		Not Applicable

(f) Loss of Stock Borrow:		Applicable

Maximum Stock Loan Rate:		200 basis points per annum

(g) Increased Cost of Stock Borrow:		Not Applicable

Hedging Party:		Dealer for all applicable Additional Disruption Events

Determining Party:		Dealer for all applicable Additional Disruption Events

Non-Reliance:		Applicable

Agreements and Acknowledgments Regarding Hedging Activities:		Applicable

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Additional Acknowledgments: Applicable

	3.		Calculation Agent: Dealer

	4.		Account Details:

			Dealer Payment Instructions:

			To be provided by Dealer.

			Issuer Payment Instructions:

			To be provided by Issuer.

	5.		Offices:

			The Office of Dealer for the Transaction is:

Xxxxxx Brothers OTC Derivatives Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

The Office of Issuer for the Transaction is:

Core Laboratories N.V.
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx

	6.		Notices: For purposes of this Confirmation:

	(a)		Address for notices or communications to Issuer:

To:

Core Laboratories N.V.
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx

with a copy:

To:

Core Laboratories LP
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attn: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

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(b)

Address for notices or communications to Dealer:

To:

Xxxxxx Brothers Inc., acting as Agent
Xxxxxx Brothers OTC Derivatives Inc., acting as Principal
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Transaction Management Group
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

with a copy:

To:

Xxxxxx Brothers Inc., acting as Agent
Xxxxxx Brothers OTC Derivatives Inc., acting as Principal
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxx — US Equity Linked
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

Representations, Warranties and Agreements:

(a) In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Issuer represents and warrants to and for the benefit of, and agrees with, Dealer as follows:

(i) On the Trade Date, (A) none of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares and (B) all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

(ii) Without limiting the generality of Section 13.1 of the Equity Definitions, Issuer acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the Transaction under FASB Statements 133, 149 or 150, EITF Issue No. 00-19 (or any successor issue statements) or under FASB’s Liabilities & Equity Project.

(iii) Prior to the Effective Date, Issuer shall deliver to Dealer evidence of corporate authority authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request.

(iv) Issuer is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for

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Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act.

(v) Issuer is not, and after giving effect to the transactions contemplated hereby will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(vi) On any Expiration Date, Issuer shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18 under the Exchange Act) not to, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares.

(vii) Issuer understands that no obligations of Dealer to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Dealer or any governmental agency.

(viii) On the Trade Date (A) the assets of Issuer at their fair valuation exceed the liabilities of Issuer, including contingent liabilities, (B) the capital of Issuer is adequate to conduct the business of Issuer and (C) Issuer has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

(ix) On each Expiration Date, the Shares shall not be subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act.

(x) Any Shares, when issued and delivered in a Net Share Settlement of the Warrants or a Share Termination Alternative settlement in accordance with the terms of this Confirmation, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.

(b) Each of Dealer and Issuer agrees and represents that it is an “eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended.

(c) Each of Dealer and Issuer acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof. Accordingly, Dealer represents and warrants to Issuer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account without a view to the distribution or resale thereof, and (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws.

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(d) Each of Dealer and Issuer agrees and acknowledges that Dealer is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further agree and acknowledge (A) that this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a “settlement payment,” as such term is defined in Section 741(8) of the Bankruptcy Code, and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code, and (B) that Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code.

8. Other Provisions:

(a) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If Issuer shall owe Buyer any amount pursuant to Section 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except in the event of an Insolvency, a Nationalization, a Tender Offer or a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Issuer is the Defaulting Party or a Termination Event in which Issuer is the Affected Party, that resulted from an event or events within Issuer’s control) (a “Payment Obligation”), Issuer shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Buyer, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 AM and 4:00 PM, New York City time, on the relevant Merger Date, Tender Offer Date or Early Termination Date, as applicable (“Notice of Share Termination”). Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the Merger Date, Tender Offer Date or Early Termination Date, as applicable:


Share Termination Alternative:		Applicable and means that Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation.

Share Termination Delivery Property:		A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the

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		value of such fractional security based on the values used to calculate the Share Termination Unit Price.

Share Termination Unit Price:		The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation.

Share Termination Delivery Unit:		In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of a Merger Event, a Tender Offer, a Nationalization or an Insolvency, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Merger Event, Tender Offer, Nationalization or Insolvency. If such Merger Event, Tender Offer, Nationalization or Insolvency involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

Failure to Deliver:		Applicable

Other applicable provisions:		If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, as if “Physical Settlement” were applicable and all references to “Shares” shall be read as references to “Share Termination Delivery Units”.

(b) Registration/Private Placement Procedures.

(i) If, in the reasonable judgment of Dealer upon the advice of counsel, either (a) any securities of Issuer or its affiliates comprising any Share Termination Delivery Units or

B-14

(b) any Shares, in either case deliverable to Dealer hereunder (any such securities or Shares, “Delivered Securities”) would not be immediately freely transferable by Dealer under Rule 144(k) under the Securities Act, then the provisions set forth in this Section 8(b) shall apply. At the election of Issuer by notice to Buyer within one Exchange Business Day after the relevant delivery obligation arises, but in any event at least one Exchange Business Day prior to the date on which such delivery obligation is due, either (A) all Delivered Securities delivered by Issuer to Buyer shall be, at the time of such delivery, covered by an effective registration statement of Issuer for immediate resale by Buyer (such registration statement and the corresponding prospectus (the “Prospectus”) (including, without limitation, any sections describing the plan of distribution) in form and content commercially reasonably satisfactory to Buyer) or (B) Issuer shall deliver additional Delivered Securities so that the value of such Delivered Securities, as determined by the Calculation Agent to reflect an appropriate liquidity discount equals the value of the number of Delivered Securities that would otherwise be deliverable if such Delivered Securities were freely tradeable (without prospectus delivery) upon receipt by Buyer (such value, the “Freely Tradeable Value”); provided that Issuer may not make the election described in this clause (B) if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the delivery by Issuer to Dealer (or any affiliate designated by Dealer) of the Delivered Securities or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Delivered Securities by Dealer (or any such affiliate of Dealer). (For the avoidance of doubt, as used in this paragraph (b) only, the term “Issuer” shall mean the issuer of the relevant securities, as the context shall require.)

(ii) If Issuer makes the election described in clause (b)(i)(A) above:

(A) Buyer (or an Affiliate of Buyer designated by Buyer) shall be afforded a reasonable opportunity to conduct a “due diligence” investigation with respect to Issuer that is customary in scope for underwritten offerings of equity securities; provided that if Buyer is not reasonably satisfied with the results of the investigation described in this subclause (A) or Issuer’s compliance with clause (b)(i)(A) above and subclause (ii)(B) below, then Issuer shall be deemed to have made the election described in clause (b)(i)(B) above; and

(B) Buyer (or an Affiliate of Buyer designated by Buyer) and Issuer shall enter into an agreement (a “Registration Agreement “) on commercially reasonable terms in connection with the public resale of such Delivered Securities by Buyer or such Affiliate substantially similar to underwriting agreements customary for underwritten offerings of equity securities, in form and substance commercially reasonably satisfactory to Buyer or such Affiliate and Issuer, which Registration Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating to the indemnification of, and contribution in connection with the liability of, Buyer and its Affiliates and Issuer, shall provide for the payment by Issuer of all expenses in connection with such resale, including all registration costs and all fees and expenses of counsel for Buyer, and shall provide for the delivery of accountants’ “comfort letters” to Buyer or such Affiliate with respect to the financial

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statements and certain financial information contained in or incorporated by reference into the Prospectus.

(iii) If Issuer makes or is deemed to make the election described in clause (b)(i)(B) above:

(A) All Delivered Securities shall be delivered to Dealer (or any Affiliate of Dealer designated by Dealer) pursuant to the exception from the registration requirements of the Securities Act provided by Section 4(2) thereof;

(B) Buyer (or an Affiliate of Buyer designated by Buyer) and any potential institutional purchaser of any such Delivered Securities from Buyer or such Affiliate identified by Buyer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation in compliance with applicable law with respect to Issuer customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them);

(C) Buyer (or an Affiliate of Buyer designated by Buyer) and Issuer shall enter into an agreement (a “Private Placement Agreement “) on commercially reasonable terms in connection with the private placement of such Delivered Securities by Issuer to Buyer or such Affiliate and the private resale of such shares by Buyer or such Affiliate, substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to Buyer and Issuer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating to the indemnification of, and contribution in connection with the liability of, Buyer and its Affiliates and Issuer, shall provide for the payment by Issuer of all expenses in connection with such resale, including all fees and expenses of counsel for Buyer, and shall contain representations, warranties and agreements of Issuer reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

(D) Issuer agrees that any Delivered Securities so delivered to Dealer, (i) may be transferred by and among Dealer and its Affiliates, and Issuer shall effect such transfer without any further action by Dealer and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed with respect to such Delivered Securities, Issuer shall promptly remove, or cause the transfer agent for such Delivered Securities to remove, any legends referring to any such restrictions or requirements from such Delivered Securities upon delivery by Dealer (or such Affiliate of Dealer) to Issuer or such transfer agent of seller’s and broker’s representation letters customarily delivered by Dealer in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, without any further requirement for

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the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer).

(E) Issuer and Dealer shall not take, or cause to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the delivery by Issuer to Dealer (or any affiliate designated by Dealer) of the Delivered Securities or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Delivered Securities by Dealer (or any such affiliate of Dealer).

(c) Make-whole. If Issuer makes the election described in clause (b)(i)(B) of Section 8(b) hereof, then in either case Dealer or its affiliate may sell such Shares or Share Termination Delivery Units, as the case may be, during a period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Shares or Share Termination Delivery Units, as the case may be, and ending on the Exchange Business Day on which Dealer completes the sale of all such Shares or Share Termination Delivery Units, as the case may be, or a sufficient number of Shares or Share Termination Delivery Units, as the case may be, so that the realized net proceeds of such sales exceed the amount of the Payment Obligation (in the case of clause (x), or in the case that both clause (x) and clause (y) apply) or the Freely Tradeable Value (in the case that only clause (y) applies)(such amount of the Payment Obligation or Freely Tradeable Value, as the case may be, the “Required Proceeds”). If any of such delivered Shares or Share Termination Delivery Units remain after such realized net proceeds exceed the Required Proceeds, Dealer shall return such remaining Shares or Share Termination Delivery Units to Issuer. If the Required Proceeds exceed the realized net proceeds from such resale, Issuer shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Trading Day immediately following the last day of the Resale Period the amount of such excess (the “Additional Amount”) in cash or in a number of additional Shares (“Make-whole Shares”) in an amount that, based on the Relevant Price on the last day of the Resale Period (as if such day was the “Valuation Date” for purposes of computing such Relevant Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares in the manner contemplated by this Section 8(c). This provision shall be applied successively until the Additional Amount is equal to zero, subject to Section 8(f).

(d) Additional Termination Events. The occurrence of either one of the following shall constitute an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Issuer is the sole Affected Party:

(i) Any person or group, other than Issuer, Issuer’s subsidiaries or any employee benefits plan of Issuer or its subsidiaries, files a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that such person or group has become the beneficial owner of shares with a majority of total voting power of the Shares; or

(ii) Issuer consolidates with or merges with or into another person or sells, conveys, transfers or leases all or substantially all of its properties and assets to any

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person (other than one of its subsidiaries) or any person (other than one of its subsidiaries) consolidates with or merges with or into Issuer, and the Shares are reclassified into, converted for or converted into the right to receive any other property or security, provided that none of these circumstances will be an Additional Termination Event if persons that beneficially own the Shares immediately prior to the transaction own, directly or indirectly, a majority of the total voting power of all outstanding voting stock of the surviving or transferee person immediately after the transaction in substantially the same proportion as their ownership of the Shares immediately prior to the transaction; or

(iii) Issuer’s shareholders approve any plan or proposal for the liquidation or dissolution of Issuer.

The term “person” and the term “group” as used in this Section 8(d) have the meanings given by Section 13(d) and 14(d) of the Exchange Act or any successor provisions.

The term “group” as used in this Section 8(d) includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision.

The term “beneficial owner” as used in this Section 8(d) is determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions, except that a person will be deemed to have beneficial ownership of all shares that person has the right to acquire irrespective of whether the right is exercisable immediately or only after the passage of time.

Notwithstanding the foregoing, it will not constitute an Additional Termination Event if at least 90% of the consideration for the Shares (excluding cash payments for fractional shares and cash payments made in respect of dissenter’s appraisal rights and cash payment of the settlement amount, if any) in the transaction or transactions described above consists of common stock (or depositary shares or receipts evidencing common stock) traded on a United States national securities exchange or which will be so traded when exchanged in connection with such transaction or transactions.

(e) Repurchase Notices. Issuer shall, on any day on which Issuer effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if, following such repurchase, the Notice Percentage as determined on such day is (i) greater than 9.5% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Notice Percentage as of the date hereof). The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the Number of Shares and the denominator of which is the number of Shares outstanding on such day.

(f) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Buyer be entitled to receive, or shall be deemed to receive, any Shares if, upon such receipt of such Shares, the “beneficial ownership”

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(within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Buyer or any entity that directly or indirectly controls Buyer (collectively, “Buyer Group”) would be equal to or greater than 8% or more of the outstanding Shares. If any delivery owed to Buyer hereunder is not made, in whole or in part, as a result of this provision, Issuer’s obligation to make such delivery shall not be extinguished and Issuer shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Buyer gives notice to Issuer that such delivery would not result in Buyer Group directly or indirectly so beneficially owning in excess of 8% of the outstanding Shares.

(g) Limitations on Settlement by Issuer. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Issuer be required to deliver Shares in connection with the Transaction in excess of 5,276,650 Shares (the “Capped Number”). Issuer represents and warrants (which shall be deemed to be repeated on each day that the Transaction is outstanding) that the Capped Number is equal to or less than the number of authorized but unissued Shares of the Issuer that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped Number (such Shares, the “Available Shares”). In the event Issuer shall not have delivered the full number of Shares otherwise deliverable as a result of this Section 8(g) (the resulting deficit, the “Deficit Shares”), Issuer shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by Issuer or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant date become no longer so reserved and (iii) Issuer additionally authorizes and issues Shares that are not reserved for other transactions. Issuer shall immediately notify Dealer of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver such Shares thereafter. Issuer shall not take any action to decrease the number of Available Shares below the Capped Number. Issuer shall for as long as the Transaction is outstanding maintain distributable retained earnings (“vrij uitkeerbare reserve”) of not less than the maximum number of shares that Issuer may be required to deliver in connection with the Transaction multiplied by the par value of such Shares. The par value of any Shares issued in connection with the Transaction shall be charged to (“ten laste gebracht van”) the distributable retained earnings (“vrij uitkeerbare reserve”) referred to in the preceding sentence.

(h) Right to Extend. Dealer may postpone any Exercise Date or any other date of valuation or delivery with respect to some or all of the relevant Warrants (in which event the Calculation Agent shall make appropriate adjustments to the Number of Shares to be Delivered with respect to one or more Valuation Dates), if Dealer determines, in its reasonable discretion, that such extension is reasonably necessary or appropriate to preserve Dealer’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that no event shall an Exercise Date occur after the Final Expiration Date.

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(i) Equity Rights. Buyer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Issuer’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during Issuer’s bankruptcy to any claim arising as a result of a breach by Issuer of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that this Confirmation is not secured by any collateral that would otherwise secure the obligations of Issuer hereinunder or pursuant to any other agreement.

(j) Transfer and Assignment. Buyer may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, without the consent of Issuer to any Affiliate of Buyer or to any “qualified institutional buyer” as such term is defined in Rule 144A(a) under the Securities Act of 1933, or if such “qualified institutional investor” is an individual residing or a legal entity incorporated within the European Economic Area, only if such individual or legal entity qualifies as a “professional market party” as such term defined in Article 1a, paragraph 3 of the exemption regulation to the Dutch Act on the Supervision of Securities Trade 1995 (Vrijstellingsregeling Wet toezicht effectenverkeer 1995). Any other transfer or assignment of Buyer’s rights and obligations hereunder or under the Agreement shall require the consent of Issuer, which consent shall not be unreasonably withheld.

(k) Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Issuer and each of its employees, representatives, or other agents may, at Issuer’s sole discretion, disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Issuer relating to such tax treatment and tax structure.

(l) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Issuer, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction on behalf of Dealer and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Issuer to the extent of any such performance.

(m) Netting and Set-off. (i) If on any date cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder or pursuant to the Agreement or pursuant to any other agreement between the parties by Issuer to Dealer and cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder or pursuant to the Agreement or pursuant to any other agreement between the parties by Dealer to Issuer and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation of the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

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(ii) In addition to and without limiting any rights of set-off that a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of an Early Termination Date, Dealer shall have the right to terminate, liquidate and otherwise close out the Transaction and to set off any obligation or right that Dealer may have to or against Issuer hereunder or under the Agreement against any right or obligation Dealer may have against or to Issuer, including without limitation any right to receive a payment or delivery pursuant to any provision of the Agreement or hereunder. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Shares or any right to receive Shares, the value at any time of such obligation or right shall be determined by reference to the market value of the Shares at such time, as determined by the Calculation Agent. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

(iii) Notwithstanding any provision of the Agreement (including without limitation Section 6(f) thereof) and this Confirmation (including without limitation this Section 8(m)) or any other agreement between the parties to the contrary, (A) Dealer may net and set off any rights of Dealer against Issuer arising under the Transaction only against obligations of Dealer to Issuer arising under any transaction or instrument if such transaction or instrument does not convey rights to Dealer senior to the claims of common stockholders in the event of Issuer’s bankruptcy; and (B) in the event of Issuer’s bankruptcy, Dealer waives any and all rights it may have to set-off in respect of the Transaction, whether arising under agreement, applicable law or otherwise. Dealer will give notice to Issuer of any netting or set off effected under this provision.

(n) Additional Termination Event. If Dealer reasonably determines upon the advice of counsel that it is advisable to terminate a portion of the Transaction so that Dealer’s related hedging activities will comply with applicable securities laws, rules or regulations, an Additional Termination Event shall occur in respect of which (1) Issuer shall be the sole Affected Party and (2) the Transaction shall be the sole Affected Transaction.

(o) Effectiveness. If, prior to the Effective Date, Dealer reasonably determines that it is advisable to cancel the Transaction because of concerns that Dealer’s related hedging activities could be viewed as not complying with applicable securities laws, rules or regulations, the Transaction shall be cancelled and shall not become effective, and neither party shall have any obligation to the other party in respect of the Transaction.

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(p) Opinion. Issuer shall deliver to Dealer an opinion of counsel, dated as of the Trade Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a)(i) and (ii) of the Agreement and with respect to the execution, delivery and performance of the Transaction not violating or conflicting with the constitutional documents of Issuer or with the Third Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories LP, XX Xxxxxx Xxxxx Bank, N.A., Bank of America, N.A., XX Xxxxxx Securities Inc. and Banc of America Securities LLC, dated as of March 24, 2005, as amended to date.

(q) Waiver of Trial by Jury. EACH OF ISSUER AND BUYER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BUYER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(r) Governing Law. THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

(s) Role of Agent. Xxxxxx Brothers Inc. in its capacity as Agent will be responsible for (A) effecting this Transaction, (B) issuing all required confirmations and statements to Dealer and Issuer, (C) maintaining books and records relating to this Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by Issuer, receiving, delivering, and safeguarding Issuer’s funds and any securities in connection with this Transaction, in accordance with its standard practices and procedures and in accordance with applicable law.

(i)

Agent is acting in connection with this Transaction solely in its capacity as Agent for Dealer and Issuer pursuant to instructions from Dealer and Issuer. Agent shall have no responsibility or personal liability to Dealer or Issuer arising from any failure by Dealer or Issuer to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Issuer with any obligation hereunder, including, without limitation, any obligations to maintain collateral. Each of Dealer and Issuer agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of this Transaction. Agent shall otherwise have no liability in respect of this Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent.

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	(ii)		Any and all notices, demands, or communications of any kind relating to this Transaction between Dealer and Issuer shall be transmitted exclusively through Agent at the following address:

			Xxxxxx Brothers Inc., acting as Agent Xxxxxx Brothers OTC Derivatives Inc., acting as Principal 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Transaction Management Group Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000

	(iii)		The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Issuer upon written request.

	(iv)		The Agent will furnish to Issuer upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.

	(v)		Dealer and Issuer each represents and agrees (A) that this Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (B) that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent.

(t) Regulatory Provisions. (i) Issuer represents and warrants that it has received and read and understands the Notice of Regulatory Treatment and the OTC Option Risk Disclosure Statement. (i) The Agent will furnish Issuer upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.

Issuer hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Issuer with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy via facsimile to (000) 000-0000.


Yours faithfully, Xxxxxx Brothers OTC Derivatives Inc.
By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Authorized Signatory

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Agreed and Accepted By:


Core Laboratories N.V.

By:		Core Laboratories International B.V., its Sole Managing Director

By:		/s/ Xxxx Willem Sodderland Name: Jan Willem Sodderland
		Title: Managing Director of Core Laboratories International B.V.

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Annex A


VWAP Price ($)		Strike Price ($)
87.0000		58.6100
87.5000		58.6800
88.0000		58.7400
88.5000		58.8000
89.0000		58.8700
89.5000		58.9200
90.0000		58.9700
90.5000		59.0300
91.0000		59.0800
91.5000		59.1400
92.0000		59.1900
92.5000		59.2400
93.0000		59.2800
93.5000		59.3300
94.0000		59.3800
94.5000		59.4200
95.0000		59.4700
95.5000		59.5100
96.0000		59.5500
96.5000		59.5900
97.0000		59.6300
97.5000		59.6700
98.0000		59.7100
98.5000		59.7400
99.0000		59.7800

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Table of Contents

WARRANT CONFIRMATION AMENDMENT AGREEMENT

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