VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • March 21st, 2012 • Vantage Drilling CO • Drilling oil & gas wells • Texas
THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of March 20, 2012, is entered into by and among Vantage Drilling Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), F3 Capital, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Shareholder”) and Hsin-Chi Su, an individual whose residence is in Taiwan and who is the ultimate owner of Shareholder (“Su”). The Company, Shareholder and Su are referred to herein as the “Parties” and, individually, as a “Party.”
VANTAGE DRILLING COMPANYPurchase Agreement • March 21st, 2012 • Vantage Drilling CO • Drilling oil & gas wells • Texas
We refer to the Purchase Agreement dated on or about the date hereof (the “Purchase Agreement”) among Valencia Drilling Corporation, as seller, Dragonquest Holdings Company, as buyer, and Vantage Drilling Company, as buyer’s parent, in respect of the sale of construction rights to a deepwater drillship hull no. 3602, known as the “Dragonquest” (the “Vessel”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement.
PURCHASE AGREEMENT by and among Dragonquest Holdings Company Vantage Drilling Company and Valencia Drilling Corporation Dated: March 20, 2012Purchase Agreement • March 21st, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
This Purchase Agreement (this “Agreement”) is dated as of March 20, 2012, by and among (i) Dragonquest Holdings Company, an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands, having its registered office at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“Buyer”), (ii) Vantage Drilling Company, an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands, having its registered office at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“Buyer’s Parent”) and (iii) Valencia Drilling Corporation, a corporation organized under the laws of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (the “Seller”). Unless defined in the other provisions of this Agreement, capitalized terms used in this Agreement have the meaning specified in ARTICLE 8.
