OFFSHORE DRILLING CONTRACT No. PBA 3 BETWEEN SCS Corporation Limited, a wholly owned subsidiary of Hyperdynamics Corporation AND PACIFIC DRILLING OPERATIONS LIMITED Utilizing the “Pacific Bora” Effective Date: 28 November, 2016

Exhibit 10.1

OFFSHORE DRILLING CONTRACT No. PBA 3

BETWEEN

SCS Corporation Limited, a wholly owned subsidiary of Hyperdynamics Corporation

AND

PACIFIC DRILLING OPERATIONS LIMITED

Utilizing the “Pacific Bora”

Effective Date: 28 November, 2016

OFFSHORE DRILLING CONTRACT No. PBA 3

TABLE OF CONTENTS

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EXHIBITS

EXHIBIT A — SCOPE OF WORK

Attachment A1 — Drilling Unit and Ancillary Equipment Specifications

Attachment A2 — Equipment, Supplies, Material and Services to be Furnished by Company and Contractor

Attachment A3 — Personnel to be Furnished by Contractor

Attachment A4 — Drilling Unit Inspection and Acceptance Requirements

Attachment A5 — Contractor Safety Management System

EXHIBIT B — DRUG AND ALCOHOL POLICY

EXHIBIT C — INSURANCE

EXHIBIT D — COMPENSATION

EXHIBIT E — CHANGE OF LOCALE (NOT USED)

EXHIBIT F — PARENT COMPANY GUARANTEE

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DRILLING CONTRACT No. PBA 3

This OFFSHORE DRILLING CONTRACT (“Contract”) dated as of 28 November 2016 (the “Effective Date”) is made by and between SCS Corporation Limited (“Company”), a wholly owned subsidiary of Hyperdynamics Corporation, a Delaware corporation, with offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and Pacific Drilling Operations Limited, a British Virgin Islands Company, with representative offices at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (“Contractor”).

RECITALS

WHEREAS Company desires and has the legal rights to carry out drilling operations in the Area of Operations;

WHEREAS Contractor is a drilling contractor capable of carrying out the Services in the manner and the locations specified in this Contract; and

WHEREAS, Company desires to engage Contractor to perform the Services.

NOW THEREFORE in consideration of the mutual promises set out in this Contract, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Company and Contractor agree as follows:

AGREEMENT

1.                                      DEFINITIONS, INTERPRETATION, AND EXHIBITS

1.1                               Definitions.  As used in this Contract, the following capitalized terms shall have the meanings ascribed to them in this Section 1.1.  Any capitalized terms used in this Contract, but not defined in this Section 1.1 shall have the meanings ascribed to them herein:

“Affiliate” means any legal entity which controls, is controlled by, or is under common control with, another legal entity.  An entity is deemed to “control” another if it owns directly or indirectly at least fifty percent (50%) of either of the following:

(A)                               The shares entitled to vote at a general election of directors of such other entity.

(B)                               The voting interest in such other entity if such entity does not have either shares or directors.

“Applicable Laws” means laws, regulations, statutes, codes, rules, orders, permits, policies, licenses, certifications, decrees, standards or interpretations imposed by any governmental authority that apply to this Contract, including those applying within the Area of Operations or the Country where the Services are performed.

“Area of Operations” means the area described in Exhibit A — Scope of Work, a diagram of which is included in Exhibit A — Scope of Work, and any other area within Company’s operational control where Contractor agrees to perform the Services.

“BOP” means blow out preventer.

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“BOP Stack” means wellhead connector, BOP, LMRP, pods and subsea flex joint.

“Claim” means any claim, liability, loss, demand, damages, Lien, cause of action of any kind, order, subpoena, obligation, cost, royalty, fee, assessment, duty, charge, penalty, fine, judgment, interest and award (including recoverable legal counsel fees and costs of litigation of the Person asserting the Claim).

“Commencement Date” means the date on which all of the following requirements have been satisfied:

(A)                               All inspections specified in Attachment A4 to Exhibit A — Scope of Work performed in accordance with Section 7.2(B) of this Contract have been completed.

(B)                               Contractor has obtained all necessary customs clearances, permits and licenses that Contractor must have in order to conduct the Services, except as referenced in Exhibit A — Scope of Work.

(E)                                The Drilling Unit is ready to commence Services as specified in Exhibit A — Scope of Work.

“Company” means the Person defined as “Company” in the introductory paragraph of this Contract.

“Company Background Technology” means technical information and know-how, including any invention, improvement or discovery, whether or not patentable, that is conceived, owned or controlled by Company prior to the Effective Date or that is generated or created by Company independently of this Contract during or after the Term of this Contract, including any patent rights which claim such technical information, know-how, or both.

“Company Contract Information” means all information (including business, technical, Company Background Technology, and other information) that is provided to Contractor by Company for the purposes of performing Services under this Contract, but does not include information that is any of the following:

(A)                               Contractor Background Technology.

(B)                               Available generally to the public through no act or omission of Contractor Group.

(C)                               Independently made available to Contractor by a third party with a legal right to disclose that information without restriction.

“Company Group” means Company, Company’s Affiliates, Company’s Contractors and Subcontractors of any tier, Joint Interest Owners and their Affiliates, and the directors, officers, employees, agents, assigns, representatives, consultants and insurers of all of them, and any other Person (excluding Contractor Group) whose presence in the Area of Operations is by invitation of any member of Company Group.

“Company Items” has the meaning set forth in Section 8.1.

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“Company Operations Base” means the location, if one is listed in Exhibit A — Scope of Work, from which Company stages its operations for the drilling program being conducted under this Contract.

“Company Representative” means the person identified as the Company Representative, as set out in the Exhibit A — Scope of Work, or any other person replacing that individual as Company Representative in accordance with Section 23.2(B).

“Contract” means this Contract as defined in the introductory paragraph of this Contract.

“Contractor” means the Person defined as “Contractor” in the introductory paragraph of this Contract.

“Contractor Background Technology” means technical information and know-how, including any invention, improvement or discovery, whether or not patentable, that is conceived, owned or controlled by Contractor prior to the Effective Date or that is generated or created by Contractor independently of this Contract during or after the Term of this Contract, including any patent rights which claim such technical information, know-how, or both.

“Contractor Contract Information” means all information (including business, technical, Contractor Background Technology, and other information) that is provided to Company by Contractor for the purposes of this Contract, but does not include information that is any of the following:

(A)                               Company Background Technology.

(B)                               Available generally to the public through no act or omission of Company Group.

(C)                               Independently made available to Company by a third party with a legal right to disclose that information without restriction.

“Contractor Group” means (individually and collectively) Contractor, its and their Affiliated Companies, partners, parent companies, subsidiaries, interrelated companies, joint venturers, and contractors and subcontractors of any tier (other than Company and its contractors and subcontractors), and the respective directors, officers, employees, agents, assigns, representatives, managers, consultants, invitees and insurers of all of the foregoing, and any and all vessels owned, chartered, managed, or operated by Contractor, including the Drilling Unit.

“Contractor Representative” means the person identified as Contractor Representative, as set out in the Exhibit A — Scope of Work to this Contract, or any other person replacing that individual as Contractor Representative in accordance with Section 23.2(B).

“Country” has the meaning set forth in Exhibit A — Scope of Work.

“Currency” has the meaning set forth in Exhibit D — Compensation.

“Defense Costs” includes attorneys’ fees, court costs, expert fees and mediation and arbitration expenses.

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“Dispute” means any dispute or controversy (including non-contractual claims) arising directly or indirectly out of the performance of the Services of the Contract, including a Claim under this Contract and any dispute or controversy regarding this Contract.

“Downhole Equipment” means Drill String components, including drill pipe, bottom hole assembly components, fishing tools, specialty tools and drill stem testing tools.

“DP” means dynamic positioning.

“Drill String” has the meaning set forth in Section 7.2(E).

“Drilling Unit” means the drilling rig and its ancillary equipment used for the Services, as described in Attachment A1 to Exhibit A — Scope of Work.

“Effective Date” means the date defined as “Effective Date” in the introductory paragraph of this Contract.

“Government Official” means any officer or employee of any government (including federal, state, local municipal and national governments, and any governmental department, agency, company or other instrumentality) or Public International Organization, or any political party official or any candidate for political office.

“Improper Benefit” has the meaning set forth in Section 12.3.

“Initial Term” has the meaning set forth in Section 3.1.

“Joint Interest Owner” means a Person (including a co-interest owner, joint venturer, partner or co-lessee of Company) who shares an economic interest in common with Company or an Affiliate of Company in relation to the Area of Operations.

“Lien” means charge, encumbrance or similar right available to creditors at law to secure debts owed to them.

“LMRP” means lower marine riser package.

“Mobilization Delivery Point” for the Drilling Unit means the location specified in Exhibit A — Scope of Work.

“Party” means Company or Contractor and “Parties” mean both of them.

“Payroll Burden” has the meaning given in Exhibit D — Compensation.

“Person” means an individual, corporation, company, association, partnership, state, statutory corporation, government entity or any other legal entity.

“Personnel Home Base” means the location from which Contractor normally mobilizes its personnel at the commencement of their work rotation, and may vary from individual to individual.

“Personnel Rates” means the day rates for Contractor’s personnel as specified in Attachment A3 to Exhibit A — Scope of Work.

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“Personnel Staging Location”, if one is specified in Exhibit A — Scope of Work, means the point from which Contractor’s personnel will be transported to the well location where the Services are to be provided. The Personnel Staging Location may be designated as one location for expatriate, other approved Contractor personnel and Subcontractors, and another location for the remainder of Contractor’s workforce.

“Point of Demobilization” for the Drilling Unit means the location specified in Exhibit A — Scope of Work.

“Point of Origin” for the Drilling Unit means the location specified in Exhibit A — Scope of Work.

“Pollution” means a continuous or intermittent seepage, release, spill, leak, dumping or discharge of whatever nature or kind of gaseous, semi-solid, solid or liquid materials.

“Port of Entry” if one is specified in Exhibit A — Scope of Work, means the point where Contractor’s Drilling Unit and other equipment will clear customs upon entry into the Country.

“Property” of a Person means property owned, leased or furnished by that Person or in which that Person has an economic interest.

“Public International Organization” means an international organization formed by states, governments, or other public international organizations, whatever the form of organization and scope of competence.

“Records” means information in any recorded form such as contracts, financial accounts, purchase orders, invoices, tax receipts, manifests, personnel records, timesheets, payroll records, inspection records maintained in connection with this Contract.

“Service Rates” means the compensation to be paid Contractor for the Services and activities described in Section 9 and Exhibit D — Compensation.

“Services” means rig modifications, operational procedures and drilling / well control procedures for offshore drilling, as well as suspending, abandoning, sidetracking (which includes the drilling of multilateral ▇▇▇▇▇), logging, testing, completion, deepening, installing Subsea Equipment or completions, fishing, piling and workovers and other work to be performed by Contractor under this Contract. The Services are further described in Exhibit A — Scope of Work and the various Attachments thereto.

“Subcontractor” means any Person who is engaged by Contractor or by Company to provide the Services (other than a Person engaged as an employee).

“Subsea Equipment” means only the riser (excluding the riser tensioner system), slip joint, subsea flex joint, flexible and hydraulic hoses, subsea guidelines, choke and kill lines, LMRP and pods, BOP, BOP Stack, the wellhead connector, guidance funnels, guide lineless re-entry assembly and associated equipment, sensors and lines while below the rotary table.  Subsea Equipment specifically excludes DP equipment.

“Surface Equipment” means all of Contractor’s equipment that is not defined as Subsea Equipment, regardless of whether such Surface Equipment is above or below the surface

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of the water, such as DP equipment. Surface Equipment includes Downhole Equipment while it is not in the hole, i.e. above the rotary table, but does not include Downhole Equipment while it is in the hole, i.e. below the rotary table.

“Term” has the meaning set forth in Section 3.1.

“Transaction Taxes” means any value added tax, goods and services tax, sales tax, excise tax or other similar taxes.

“Well Event” means a blowout of a well or other uncontrolled well related incident that arises out of this Contract.

“Well Event Control Costs” means all of the following:

(A)                               The cost of regaining or attempting to regain control of a well following a Well Event affecting that well, including drilling of ▇▇▇▇▇ used for pressure relief to regain control and extinguishing or attempting to extinguish fires resulting from that Well Event.

(B)                               The cost of restoring, re-drilling or plugging and abandoning a well where restoration, re-drilling or plugging and abandoning is necessary because of a Well Event.

(C)                               Loss of oil or gas resulting from a Well Event.

(D)                               Damage to the hole, the formation, strata or reservoir resulting from a Well Event.

(E)                                Claims for control, cleanup, removal, assessments, damage to natural resources, and Third Party (as defined in Section 16) property damage from Pollution resulting from a Well Event.

1.2                               Exhibits.

(A)                               All of the Exhibits and the attachments that are attached to the body of this Contract are an integral part of this Contract and are incorporated by reference into this Contract, including:

(1)                                 Exhibit A — Scope of Work and its Attachments.

(2)                                 Exhibit B — Weapons, Drug and Alcohol Policy.

(3)                                 Exhibit C — Insurance.

(4)                                 Exhibit D — Compensation.

(5)                                 Exhibit E — Change of Locale (NOT USED).

(6)                                 Exhibit F — Parent Company Guarantee.

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(B)                               If a conflict exists between the body of this Contract and the Exhibits attached hereto, the language in the body of this Contract prevails to the extent of the conflict.

(C)                               If a conflict exists between the Exhibits or within an Exhibit as they apply to Contractor, the explicit provision that imposes the more onerous obligation on Contractor prevails to the extent of the conflict.

2.                                      PERFORMANCE OF THE SERVICES

2.1                               Operational Performance.  Upon arrival of the Drilling Unit at the well location, Contractor shall promptly commence performing the Services.

2.2                               Designation of the Well Locations; Access to Well Locations.

(A)                               Designation of the Well Locations.  The Area of Operations or the locations of ▇▇▇▇▇ will be designated in Exhibit A — Scope of Work.  Company shall select, survey, ▇▇▇▇, and provide coordinates of the well locations in accordance with Contractor’s requirements and shall provide Contractor with information for each proposed well location as per the provisions of Section 2.2(B).  Contractor has the right to review such information and request additional information and data until the Contractor is fully satisfied that all required information has been provided.

(B)                               Access to Well Locations.

(1)                                 Company shall provide Contractor with suitable access to and egress from the well locations.  Company shall survey, or have surveyed by a third party, each well location with digital global positioning system or other appropriate means, along with bathymetric data needed by Contractor to perform drift in operations.

(2)                                 Company shall obtain permissions necessary to enter the Area of Operations to operate at the drilling location selected by Company.

(3)                                 Company shall provide detailed and accurate information relative to sea bottom conditions, at the drilling location including information from marine well site surveys contracted by Company for the drilling location.

(4)                                 Company shall provide the Drilling Unit with well locations free of obstacles and obstructions and provide a conductor pipe program adequate to prevent soil and subsoil washout.

2.3                               Mobilization and Drilling Unit Movements.  Contractor shall direct the mobilization and movement of the Drilling Unit, including positioning the Drilling Unit at each drilling location.

2.4                               Running and Cementing of Casing.  Contractor shall assist Company’s other contractors to run and cement casing of the sizes and at the approximate depths as directed by Company or run and cement the casing strings itself, at Company’s cost.  Contractor will keep thread protectors on the casing until it is removed from the racks to

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be run into the hole and apply a suitable pipe thread lubricant as the casing string is made up.  Contractor will preserve all protectors, and after the well is completed, reinstall the protectors on any casing remaining on location.  After cement has set, the casing and cement job shall be pressure-tested in a manner and with results satisfactory to Company.  If the results of this test are not satisfactory to Company, Contractor shall perform Services as suggested and overseen by Company to remedy the cause of the unsatisfactory results and shall continue its efforts until results satisfactory to Company are achieved.

2.5                               Fluids Program.  Contractor shall assist Company’s other contractors to make, maintain and use drilling mud or completion fluids with appropriate properties for the well, including weight loss, viscosity and other general characteristics in accordance with such fluids program as Company may designate, subject only to safety considerations pursuant to Section 5, and at Company’s cost.  If Company requests, Contractor shall test drilling or completion fluids at least twice each tour for weight loss, viscosity and other general characteristics.  Contractor shall record the results of such tests and use of fluids and additive materials in its daily drilling reports.

2.6                               Formation and Sampling.  Contractor shall assist Company’s other contractors to keep accurate measurements and records of all formations encountered.  If Company requests, Contractor shall provide support to collect and save all cores and cuttings taken according to Company’s instructions and place them in labeled, separate containers to be furnished by Company, if required by Company.  Cuttings and cores shall be made available to Company at the location and kept in proper storage until Company takes final possession of them.

2.7                               Additional Well Services Required of Contractor.  Contractor shall, while drilling the ▇▇▇▇▇, measure deviation from the vertical if requested by Company, measure the depth of the hole, and if necessary in the opinion of Company, plug back or sidetrack.  Contractor shall at any time prior to completion or abandonment of a well, perform any and all tests, measurements and other well services requested by Company as set forth in Exhibit A — Scope of Work.

2.8                               Completion, Re-completion or Working Over of ▇▇▇▇▇.  Company may at any time elect to have a well completed, re-completed, worked-over or suspended.  Upon notice of such election, Contractor shall perform the work of completing, re-completing or working over the well in accordance with the program provided by Company in a manner and to the extent desired by Company.

2.9                               Stoppage of the Services for Convenience.  Company may elect to stop the Services at any time for convenience without any default by Contractor in performance of the Services.  Contractor shall be paid at the Operating Rate during any stoppage period.

2.10                        Abandonment of ▇▇▇▇▇.  Company may at any time elect to have a well abandoned at any depth.  Upon notice of such election, Contractor shall abandon the hole in accordance with the program provided by Company, in a manner satisfactory to Company and in compliance with all Applicable Laws with respect to well abandonment.

2.11                        Loss of Control of the Hole.

(A)                               Subject to the provisions of this Section 2.11, if abnormal drilling conditions that may result in a loss of control of the hole occur during performance of the

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Services, Contractor shall endeavor to correct and control any such abnormal drilling condition.

(B)                               Subject to Sections 9.1(G) and 16.5, if the hole is lost or damaged, Contractor shall, at Company’s election, drill a relief well, a new hole on the same location or re-drill sections of the existing hole as Company may require.  These activities shall be subject to Contractor’s underwriter’s approval and if an increase or additional premium is required for such activities, Company shall pay that increase or additional premium in the event a relief well is required.

2.12                        Removal of Wreckage.  If the Drilling Unit or any part thereof is lost or damaged beyond repair and removal is required by law or governmental authority, or the wreckage is interfering with Company’s operations, Contractor shall promptly remove the damaged or lost Drilling Unit or part thereof from the Area of Operations.  Company shall reimburse Contractor for any amounts in excess of [One Million Dollars (US $1,000,000)] in connection with such removal. If removal is not required by law or recommended by government agency, Company shall remove the wreckage or portions of it that Company wants removed, at Company’s sole cost and expense.

2.13                        Well Records and Reports.

(A)                               Contractor shall maintain a history and log of Services performed.  The history and log must be open at all times to inspection by Company and copies furnished to Company’s authorized employees and representatives upon their request.

(B)                               Contractor shall furnish Company’s Representative with a daily written report, showing depths and Services performed during the preceding twenty-four (24) hours and any other information relative to the day’s Services requested by Company.

2.14                        Change of Area of Operations or Country.

(A)                               Company may request to change the locale of the Services requiring a change in the Area of Operations or the Country if all of the following circumstances exist:

(1)                                 The change will not result in a breach of Contractor’s trading representations or warranties made to its insurance underwriters and will not violate any Applicable Laws or other laws and regulations applicable to Contractor or its Affiliates.

(2)                                 The change will not necessitate a material change in operating structure.

(3)                                 Contractor will be able to obtain all insurance required by the Contract, and any other insurance typically carried by Contractor, for Services in the new Area of Operations or Country.

(B)                               In conjunction with a request from Company for a change of locale for the Services, Company and Contractor will review the Scope of Work and its Attachments to determine if amendments are needed as a result of any of the following:

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(1)                                 Material changes in financial impact arising from the requested change in locale, which includes the financial impact on Contractor with respect to differences in taxes, labor rates, operating costs, shore base office costs, Contractor’s corporate operating structure, agency fees, etc.

(2)                                 A change in the Point of Demobilization for the Drilling Unit.

(3)                                 Material changes in the terms of the Scope of Work and its Attachments appropriate for the new locale.

(4)                                 Any changes to the Scope of Work and its Attachments for the purposes of this Section 2.14 will be structured such that Contractor’s financial situation should not be adversely affected nor advantaged by the change of locale.

(C)                               Any mutually agreed changes will be specified in a written amendment to this Contract, signed by the Parties in accordance with Section 25.2, prior to mobilization of the Drilling Unit to the new locale.  This amendment must include new Service Rates, new lump sum reimbursements (if any) and reset any Baseline Operating Costs (as defined in Exhibit D — Compensation) for rate adjustments to reflect the new locale.

2.15                        Loading/Unloading of materials to/from the Drilling Unit.  Upon Company’s request, Contractor’s personnel shall supervise the loading and the unloading of materials to and from the Drilling Unit in the Area of Operations; provided, however, Contractor’s personnel shall not be required to board supply vessels for loading or unloading materials.

2.16                        Station Keeping for Dynamic Positioning.  If the Drilling Unit is equipped with DP equipment for station keeping, Contractor shall safely conduct its Services in the governing metocean conditions and presence of facilities, other vessels or floating or suspended articles.  Contractor shall monitor the riser profile and flex joint differential angles to reasonably avoid key seating of flex joints or riser joints.

3.                                      TERM OF THE CONTRACT; TERMINATION AND SUSPENSION PROVISIONS

3.1                               Term of the Contract.  This Contract will remain in full force and effect from the Commencement Effective Date through the initial term of the Contract (the “Initial Term”) or any extension thereof (the “Term”) unless terminated earlier by either Company or Contractor as set forth in this Section 3.  Notwithstanding the definition of Effective Date, the Commencement Date is deemed to occur when Contractor has satisfied all its obligations referenced in the Commencement Date definition, except those obligations Contractor has been unable to complete through failure of Company to perform its obligations in a timely manner.

3.2                               Initial Term of the Contract.

(A)                               The Initial Term of this Contract starts on the Commencement Date and extends for (i) the length of time or (ii) the number of ▇▇▇▇▇ stipulated in Exhibit A — Scope of Work until the date that Contractor completes either of the following:

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(1)                                 The completion or abandonment of the number of ▇▇▇▇▇ provided in Exhibit A — Scope of Work; or

(2)                                 Not used

(B)                               Company’s Option to Extend the Initial Term of the Contract.  Company may extend the Initial Term of this Contract at the same rates set forth in Exhibit D — Compensation as follows:

(1)                                 Company shall have the right to exercise the first option well (“Option Well”) not later than 5 days after the first well (“Firm Well”) has been spudded.  Should the Option Well be declared, Company shall have the right to exercise up to two (2) more ▇▇▇▇▇ (“Additional ▇▇▇▇▇”) no later than completion of the Firm Well.

(2)                                 NOT USED

(3)                                 NOT USED

(4)                                 NOT USED

(C)                               Further Extensions of the Term of the Contract.  In case such extension falls within the calendar year of 2017, the same rates as set forth in Exhibit D — Compensation.  Should any extensions fall beyond 2017, the rates as set forth in Exhibit D may be renegotiated and mutually agreed.

3.3                               Termination of the Contract by Company without an Opportunity to Cure.  This Contract may be terminated by Company without penalty to Company as follows:

(A)                               If Contractor or its parent company should become insolvent or make an assignment for the benefit of creditors or file a voluntary petition for bankruptcy or if involuntary bankruptcy or receivership proceedings should be instituted against Contractor or its parent company and such relief action, voluntary or involuntary petition or receivership proceeding is not stayed or withdrawn within one hundred and twenty (120) days;

(B)                               Upon Company’s providing Contractor with fifteen (15) days written notice after the number of days specified in Exhibit A — Scope of Work following the occurrence and subsistence of a Force Majeure Event.

(C)                               If the Drilling Unit becomes an actual or constructive total loss and Contractor is unable to supply Company with a substitute vessel within a period of thirty (30) days.

(D)                               Company shall waive its right to terminate for any single occurrence under the conditions set forth after a period of seven (7) days from cure.

3.4                               Termination of the Contract by Company with an Opportunity to Cure.

(A)                               Company may terminate the Contract if Contractor fails to initiate reasonable corrective action within seventy-two (72) hours after written notice from

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Company, or fails to complete corrective action to Company’s satisfaction within twenty-five (25) days after such notice, or within another time frame reasonably determined by Company, should Contractor:

(1)                                 Materially default in the performance of the Services after the Effective Date of the Contract.

(2)                                 Subject to Section 12.3, fail to obtain approval for, or maintain in effect, permits, certifications or clearances required to be in Contractor’s name or to be secured by Contractor from the appropriate governmental regulatory bodies of the Country or any political subdivision thereof or certification authorities which are necessary to conduct Services in the Area of Operations.

(3)                                 Fail to maintain insurance as required by Section 17.

3.5                               Termination of the Contract by Company for Convenience.  Company may terminate this Contract for convenience by giving Contractor thirty (30) days prior written notice of termination.

3.6                               NOT USED

3.7                               Payments and Actions by Company upon Termination of the Contract.

(A)                               If Company terminates this Contract pursuant to Sections 3.3 or Contractor terminates this Contract pursuant to Section 3.6, Company shall pay Contractor for that portion of the Services, including mobilization and demobilization as appropriate, that Contractor performed prior to the date of such termination.  In addition, Company shall pay Contractor an amount reasonably calculated to compensate Contractor for documented expenses it has incurred for the purpose of performing its operational obligations under this Contract.

(B)                               If this Contract is terminated pursuant to Section 3.3(B), Company shall pay Contractor all sums outlined in Section 3.7(A) If this Contract is terminated pursuant to Section 3.5, Company shall pay Contractor all sums outlined in Section 3.7(A), and one hundred percent (100%) of the Operating Rate in monthly installments for the remainder of the Term of the Contract (remainder of the Term shall mean the remainder of the approved AFE days in the current Term, including any extensions) or any extension thereof effective from the date of termination.  If, after termination, Contractor obtains replacement work within what would have been the remainder of the Term or extension of this Contract, then Company’s obligation to pay the referenced termination fees, specified in Section 3.7(B) above, will be decreased by the day rate paid to Contractor by the new operator though the remainder of the Term of the Contract as referenced above.  Company shall not share in any rates that exceed the applicable rates.

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3.8                               Suspension of Services under the Contract for Cause.

(A)                               Right to Suspend.  Company may, by providing notice to Contractor, suspend with immediate effect this Contract for a maximum of twenty-one (21) days pursuant to Sections 9.2(1)(a) and 9.2(2)(a).

(B)                               Compensation and Expenses during Suspension.  If Company suspends the Services under this Contract pursuant to this Section 3.8(A), Contractor shall not be entitled to compensation during such period of suspension (which shall not exceed twenty-one (21) days) except for reimbursement of expenses incurred by Contractor.

4.                                      REPRESENTATIONS AND WARRANTIES

4.1                               Contractor’s Representations.  Contractor represents and warrants to Company that as of the Effective Date:

(A)                               Contractor is a corporation or company (as the case may be) duly organized, validly existing and in good standing under the laws or the jurisdiction of its organization.

(B)                               Contractor has full corporate or company power and authority to enter into and perform this Contract, and has taken all actions necessary to authorize its execution and delivery of this Contract.

(C)                               This Contract has been duly executed and delivered by its authorized officer or other representative and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, and no consent or approval of any other Person is required in connection with its execution, delivery and performance of this Contract.

(D)                               No event has occurred prior to the Effective Date which, had it occurred after the Effective Date, would constitute a violation of Section 12.2.

(E)                               The execution, delivery and performance of this Contract by Contractor, and the consummation of the transactions contemplated by this Contract, will not violate any provision of Contractor’s governing documents, result in a default or the creation of any lien, give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or agreement, violate any judgment, order, ruling or regulation applicable to Contractor or violate any law applicable to Contractor.

(F)                                Contractor’s provision of personnel, and the personnel provided, shall comply in all respects with the requirements of Section 7.1

(G)                              Contractor’s provision of the Drilling Unit, services, supplies, systems and equipment, and the Drilling Unit, services, supplies, systems and equipment provided, shall comply in all respects with the requirements of Section 7.2.

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4.2                               Company’s Representations.  Company represents and warrants to Contractor that as of the Effective Date:

(A)                               Company is a corporation or company (as the case may be) duly organized, validly existing and in good standing under the laws or the jurisdiction of its organization.

(B)                               Company has full corporate or company power and authority to enter into and perform this Contract, and has taken all actions necessary to authorize its execution and delivery of this Contract.

(C)                               This Contract has been duly executed and delivered by its authorized officer or other representative and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, and no consent or approval of any other Person is required in connection with its execution, delivery and performance of this Contract.

(D)                               No event has occurred prior to the Effective Date which, had it occurred after the Effective Date, would constitute a violation of Section 12.2.

(E)                               The execution, delivery and performance of this Contract by Company, and the consummation of the transactions contemplated by this Contract, will not violate any provision of Company’s governing documents, result in a default or the creation of any lien, give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or agreement, violate any judgment, order, ruling or regulation applicable to Company or violate any law applicable to Company.

5.                                      SAFETY

5.1                               Notification of Hazardous Conditions and Stoppage of Services.  Company and Contractor have the following rights and obligations relative to safety:

(A)                               Notice of Hazardous Conditions.  If at any time Contractor or Company determines that Services cannot be safely undertaken or Services may create a hazardous condition, that Party shall verbally notify the other Party of such determination.  As soon as reasonably possible after such determination is made, Contractor shall consult with Company prior to deciding on the subsequent course of action.  At all times Contractor shall make every effort that in its opinion is required to control or overcome the cause of or minimize the adverse effect of the hazardous condition.

(B)                               Stop Work Authority.  Both Company and Contractor have the right to stop performance of the Services by Contractor, any of its Subcontractors or any of Company’s other contractors when work conditions are deemed to be imminently hazardous to Persons, Property or the environment and the requisite notice is given pursuant to Section 5.1(A).

(C)                               Contractor’s Opinion Controls.  In case of conflict between Company and Contractor as to the determination of the course of conduct which affords the greatest safety, Contractor’s opinion shall control.

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5.2                               Contractor’s Safety Management System.  Prior to the Commencement Date, Contractor shall submit to Company a copy of Contractor’s Safety Management System. The Safety Management System will be attached as Attachment A5 to Exhibit A — Scope of Work.  All policies and procedures comprising the Safety Management System shall apply to all Persons including Company Group.

5.3                               Installation of Blowout Prevention Devices.  As soon as Contractor considers it advisable, or earlier if requested by Company, Contractor shall install blowout prevention devices on each well as specified in Attachment A1 to Exhibit A — Scope of Work.

5.4                               Notification of Safety Requirements to Personnel on the Drilling Unit and Safety Training.

(A)                               Contractor shall give notice to Contractor Group and Company Group at the well location or in the Area of Operations of all safety requirements that apply in those areas.

(B)                               Contractor shall take appropriate action requiring all Persons to cease activities whenever Contractor is aware that Persons are not complying with safety requirements.

(C)                               Company and Contractor will consult and cooperate to get the appropriate notices and information to contractors of Company and to implement this Section 5.4 with other contractors and their personnel.

5.5                               Material Safety Data Sheets.  Contractor shall review material safety data sheets (“MSDS”) pertaining to known toxic and hazardous substances or chemical hazards to which Contractor’s employees or Subcontractors are likely to be exposed while performing any particular or individual work task on behalf of Company.

5.6                               Emergency Evacuation Plan.  Contractor shall provide Company information necessary for Company to submit an Emergency Evacuation Plan consistent with the requirements of all applicable regulations issued by the applicable regulatory body.

5.7                               Waste Disposal.  Contractor shall use the accepted and approved standards of care and diligence in use by international drilling contractors and as stipulated by local and other applicable legislation to prevent, take care of, and prepare for shipment all its waste oil, waste water, and other waste material, including but not limited to waste paint cans, waste drilling pipe, etc., that may accumulate from Contractor’s Services.

5.8                               Contractor’s Subcontractors.  The requirements of this Section 5 are applicable to all Subcontractors hired by Contractor and Contractor shall require its Subcontractors’ compliance with this Section 5.

6.                                      SECURITY

6.1                               Contractor’s Obligations. Contractor shall be solely responsible for ensuring the safety and welfare of any Person on the Drilling Unit and shall implement any measures it deems fit to protect any member of Contractor Group or Company Group all persons on the Drilling Unit and Contractor property.  If in Contractor’s sole opinion, actual or potential risks exist, including riots and other disturbances Contractor

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reserves the right to implement emergency procedures including evacuation.

6.2                               Company’s Obligations Company shall be solely responsible for ensuring safety and welfare of any Person including Contractor Group in the Area of Operations from acts of violence including but not limited to kidnapping and hostage taking.  Company shall provide Contractor copies of its safety procedures and shall make available to Contractor its infrastructure and manpower to enable Contractor to conduct emergency procedures.

7.                                      CONTRACTOR’S PERSONNEL AND EQUIPMENT

7.1                               Contractor’s Personnel.  Contractor shall provide the personnel identified in Attachment A3 to Exhibit A — Scope of Work and comply with all of the following:

(A)                               Qualifications and Number of Personnel.

(1)                                 The personnel assigned by or on behalf of Contractor must be qualified, competent, sufficiently experienced and in a sufficient number to perform the Services.

(2)                                 If Company requests additional personnel, Contractor shall furnish the requested additional personnel (in addition to those required in Attachment A3 to Exhibit A — Scope of Work) and Company shall reimburse Contractor for this added cost as set out in Section 10.2.

(3)                                 Each of Contractor’s personnel in the following classifications must be fluent in English: Contractor Representative, drilling superintendent, senior toolpusher, toolpusher, drillers and assistant drillers, master, or their equivalent job classifications.  Contractor must have at least one person who can both speak and write English on site at all times who is capable of communicating both orally and in writing with other personnel at the well location who do not understand oral or written English.

(B)                               Training and Certification.  Contractor shall provide or cause to be provided all necessary training, education, instruction and supervision of Contractor personnel that is necessary to carry out the duties required in this Contract.

(1)                                 Contractor warrants that all drill crew personnel specified in Attachment A3 to Exhibit A — Scope of Work are properly certified in well control operations.

(2)                                 Contractor shall ensure that Contractor’s personnel comply with all Applicable Laws regarding the attendance at and satisfactory completion of firefighting and survival courses.

(C)                               Discipline and Replacement of Personnel.  Contractor shall take all measures to maintain discipline and lawful and orderly behavior among Contractor personnel during the performance of the Services.  If instructed by Company in writing, Contractor shall replace or remove Contractor Group personnel as follows:

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(1)                                 Contractor shall remove and shall have a reasonable time to replace any of its personnel, if requested by Company in writing and for just cause following a consultation with Contractor, and in this event, Company shall reimburse to Contractor all costs, including travel costs incurred by such removal and replacement unless such removal has been initiated by the Company due to non-compliance with this Contract and/or violation of Applicable Laws by personnel removed.

(2)                                 Contractor shall handle all industrial relations matters involving Contractor’s personnel subject to Applicable Laws, labor contracts, and customs.  The settlement of any labor disturbance affecting Contractor’s personnel will be wholly within the discretion of Contractor.

(D)                               Personnel Work Schedule.  Contractor’s personnel shall work according to the schedule as set forth in Exhibit A and attachment A3 — Scope of Work.

7.2                               Contractor’s Drilling Unit, Services and Supplies.

(A)                               General Provision.  Contractor and Company shall provide all items as listed on Attachment 2 to Exhibit A — Scope of Work, as applicable.  Prior to commencing the Services, Contractor at its sole discretion shall be able to substitute the Drilling Unit upon written notice to Company.

(B)                               Inspection of the Drilling Unit and the Services. Company or its authorized representatives may, at Company’s sole cost and expense, inspect the Drilling Unit, as well as check all records, measurements and tests prior to the Commencement Date as provided in Attachment A4 to Exhibit A — Scope of Work as well as while the Contract is valid with a due notification to the Contractor.  Any such inspections after the commencement date shall be at Operating Rate.

(C)                               Maintenance of the Drilling Unit and Ancillary Equipment.

(1)                                 Contractor shall ensure that the Drilling Unit and all other items of Contractor’s equipment are properly maintained in good working order and repair throughout the term of the Contract.  Except as otherwise provided in Attachment A2 to Exhibit A — Scope of Work, all costs related to any repairs or replacements of the Drilling Unit will be effected by Contractor at its sole cost and expense.

(2)                                 Contractor shall have a demonstrable Preventative Maintenance System (“PMS”). The repair and maintenance of all equipment located on the Drilling Unit including all Contractor equipment and Company equipment will be covered in the said PMS.

(3)                                 Contractor will be allowed a maximum number of hours per calendar month, as set forth in Exhibit A — Scope of Work, for repair and preventive maintenance of critical surface drilling items, for which payment will be made at the Operating Rate stated in Exhibit D — Compensation.  This allotment of time allowed for repair and

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preventive maintenance of drilling items shall be cumulative from month to month and may be carried forward, rolled-over and banked to any future month. The time spent in changing mud pump fluid end components, replacement of swivel packing, slipping and cutting of drill line and other similar routine inspections and maintenance operations, which do not unreasonably impede the progress of critical path operations, shall not be applied toward the time period in the maintenance provision of this Section 7.2 or elsewhere in this Contract.

(D)                               Certification of the Drilling Unit.

(1)                                 With respect to suitability of use for offshore Services, the Drilling Unit shall be classed and certified by Lloyds, the American Bureau of Shipping, or Det Norske Veritas (“DNV”).  Contractor shall keep the Drilling Unit properly classed and certified throughout the Term of Contract, and a copy of the latest class survey, along with an estimated drydock schedule for the Drilling Unit, shall be provided to Company prior to the Commencement Date of the Contract.

(2)                                 Contractor shall conduct, at Contractor’s sole cost and expense, a classification and other regulatory inspections of the Drilling Unit by qualified surveyors prior to the Commencement Date.

(3)                                 The estimated schedule for the inspections to be carried out in accordance with this Section 7 is specified in Exhibit A — Scope of Work and will be updated periodically throughout the Term of the Contract.

(E)                               Contractor’s Drill String.  Contractor shall supply a new or used string of internally coated drill pipe, drill collars and subs (“Drill String”) and handling equipment in accordance with the requirements of Attachment A1 to Exhibit A — Scope of Work.

(F)                                Hoisting Equipment. Contractor shall provide and maintain all hoisting equipment in accordance with industry standards and as provided in Attachment A1 to Exhibit A — Scope of Work.

(G)                              Contractor’s BOP and Well Control Systems.  Contractor shall provide and maintain all BOP and Subsea control systems as per Attachment A1 to Exhibit A — Scope of Work and maintain such equipment in accordance with industry standards and as provided in this Section 7.2(G) and the specifications set forth in Attachment A4 to Exhibit A — Scope of Work.

(1)                                 After each drilled well Contractor shall have the right to recover, replace, reconnect, test in line and deploy BOPs at Operating Rate as defined in Exhibit D — Compensation.

(2)                                 Contractor shall provide Company written documentation for all repairs and modifications to the equipment and systems.

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(H)                              Additional Materials.  At Company’s written request, and subject to Contractor’s agreement as referenced in Section 10.1, Contractor will provide additional materials that are not listed on Exhibit A — Scope of Work and attachments or are not an integral part of the Drilling Unit.  Company shall reimburse Contractor for such materials in accordance with the provisions of Section 10.1.

8.                                      ITEMS TO BE FURNISHED BY COMPANY

8.1                               Company Items.

(A)                               Company shall furnish, maintain and replace as necessary, at its sole cost and expense, the equipment, machinery, tools, supplies, materials, items and services specified in Attachment A2 to Exhibit A — Scope of Work (“Company Items”).  Company Items include items furnished by Contractor at Company’s cost whether with or without a handling charge.  Alternatively, Company may ask Contractor to furnish any of the Company Items and if Contractor accepts, Company shall reimburse Contractor as provided in Section 10.1.

(B)                               The Representatives of Company and Contractor will jointly take an inventory of all Company Items (i) prior to the Commencement Date, (ii) after completion or termination of each well, and (ii) at completion of the Services or, if this Contract is terminated earlier, the date of termination.

(C)                               Upon receipt of any Company Item, Contractor shall verify receipt and visually inspect same with reasonable diligence and shall advise Company of any shortages and defects observed.  Contractor shall have no duty to advise Company of any defects not apparent by visual inspection.

(D)                               Company shall provide the routine maintenance required to keep Company Items in good and safe operating condition.  If Company Items require repair or maintenance work beyond the scope of routine maintenance or require replacement, Company shall pay for any such repair or replacement.  If Company requests Contractor to provide such maintenance, repair or replacement, Contractor shall use efforts consistent with generally accepted industry standards to conduct such maintenance, repairs or replacement and Company shall reimburse Contractor in the manner provided in Section 10.1.  Contractor shall be compensated for any downtime directly associated with the Company Items at the Operating Rate as indicated in Exhibit D — Compensation.

(E)                               Company may, upon giving reasonable notice to Contractor and subject to Contractor’s acceptance, instruct Contractor to furnish any of the items listed in Attachment A2 to Exhibit A — Scope of Work which Company is required to furnish, and such items will at all times be considered Company Items and personnel (if applicable) unless otherwise mutually agreed in writing.  If items are so furnished, Company shall reimburse Contractor pursuant to Section 10.1.

(F)                                All Company Items which are not consumed during the performance of Services must be returned to Company, unless the Parties agree otherwise.

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(G)                              Subject to Section 15, Company is not entitled to any compensation from Contractor for normal wear and tear or damage or loss of Company Items or for the consumption of any Company Items used by Contractor during the performance of Services.

(H)                              Within three (3) months after completion of the Services or, if this Contract is terminated earlier, within three (3) months following the effective date of such termination, Contractor shall provide Company a reconciliation of all Company Items.  To the extent allowed by Applicable Laws, and to the extent transferable, Company will provide Contractor with the benefits of any warranties on the Company Items that Company has received from the Company Items’ manufacturers or distributors.

8.2                               Emergency Medical Treatment and Emergency Medical Evacuation.  Company shall make available to Contractor and its Subcontractors access to emergency medical evacuation services to, and emergency medical treatment at local Conakry medical facilities (Clinique ▇▇▇▇▇▇▇ ▇▇▇▇).

8.3                               Transportation of Contractor’s Personnel and Additional Materials.  Company shall provide transportation for Contractor’s personnel and additional materials from the Personnel Staging Location as provided in Exhibit A — Scope of Work to the Area of Operations.  If Company requests additional materials as per Section 7.2(H), Company shall arrange for and provide the associated transportation, either as part of a regular trip or a special trip.

8.4                               NOT USED

9.                                      COMPENSATION.

9.1                               Service Rates.  Contractor shall be compensated by Company for performing the Services under the Contract and the Company shall reimburse the Contractor in accordance with the rates set forth in Exhibit D — Compensation and in accordance with the provisions of Sections 9.1(A) through 9.1(I) as full compensation for Services rendered and provision of the Drilling Unit, equipment, personnel, materials, machinery, Drill Strings, tools, spare parts and supplies furnished by Contractor in conformance with this Contract.  Daily rates shall be prorated on the basis of a twenty-four (24) hour calendar day to the nearest one-half hour.

(A)                               Mobilization Fee.  Contractor’s mobilization fee for the Drilling Unit and crew and for performing all Services, including all Services necessary to otherwise prepare for commencement of actual drilling Services at the first well location shall be as specified in Exhibit D — Compensation, if one is agreed to be paid in Exhibit D — Compensation.  Mobilization commences from the Point of Origin for the Drilling Unit identified in Exhibit A — Scope of Work and is complete when the Drilling Unit arrives at the Mobilization Delivery Point identified in Exhibit A — Scope of Work with all required equipment specified in Attachment A1 of Exhibit A — Scope of Work on board in full readiness to commence Services when so instructed by Company and Company has issued Acceptance of the Drilling Unit as per Attachment A4 to Exhibit A — Scope of Work.  Contractor shall invoice Company for the Mobilization Fee within thirty (30) days after the Commencement Date.

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(B)                               Operating Rate.  Subject to being superseded by any other rate or fee provided for in this Section 9.1, Company shall pay Contractor the Operating Rate specified in Exhibit D — Compensation per twenty-four (24) hour day (subject to pro-ration) beginning on the Commencement Date and continuing during the Term of the Contract, including but not limited to, drilling, suspending or abandoning, sidetracking (which for sake of clarity includes the drilling of multilateral ▇▇▇▇▇), subsea completions, workovers, or testing, deepening, reaming, coring, drill stem testing, picking up drill pipe, tripping, circulating and conditioning mud, running and cementing casing, waiting for cement, logging, performing routine maintenance, waiting for orders, nippling up, running tubing, testing, completing and re-completing the well and swabbing and slipping and cutting the drilling line.

(C)                               Moving Rate.  The Moving Rate will be in effect during the time when the Drilling Unit is being moved between Company well locations within the Country.  It starts when the Drilling Unit starts toward the next well location and continues to be paid while the Drilling Unit is in transit.  The Moving Rate ceases to be paid when the Drilling Unit arrives at the next well location.  Both Parties may agree to a lump sum Moving Rate charge for transporting the Drilling Unit between well locations instead of a daily rate.

(D)                               International Moving Rate.  The International Moving Rate applies to all moves from one Country to another Country as specified in Exhibit D — Compensation.

(E)                               Standby Rate.  The Standby Rate will be in effect at any time when the Drilling Unit is on location, fully manned and operational and otherwise held in full readiness to proceed with Services, but is unable to undertake Services because of one of the following:

(1)                                 The Drilling Unit is shut down for local holidays in accordance with Applicable Laws or, at Company’s request, the drilling Services are shut down; or

(2)                                 Waiting on instructions from Company or delivery of equipment, materials or supplies to be furnished by the Company:

(3)                                 Failure or loss of or damage to Company Items or equipment, unless caused by sole fault of Contractor, in such case zero rate shall apply until critical path operations have resumed.

Under this Section 9.1(E), during the first twenty-four (24) consecutive hours of Standby, the Operating Rate as specified in Section 9.1(B) shall apply.  After the first twenty-four (24) hours of Standby, Company shall pay Contractor the Standby Rate specified in Exhibit D — Compensation per twenty-four (24) hour day (subject to pro-ration) until: (a) Services are recommenced or (b) the Contract is terminated or expires, whichever is earlier.

Company shall provide Contractor advance written notice prior to the end of a Standby period within the number of calendar days required in Exhibit A — Scope of Work.

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(F)                                Force Majeure Event Rate.

(1)                                 If any Force Majeure Event causes the suspension of Services, then:

(a)                                 Contractor shall be entitled to receive the Force Majeure Rate for a maximum period of twenty (20) consecutive days provided, however, if suspension of Services continues beyond  twenty (20) days, Company shall thereafter pay Contractor Force Majeure Rate until recommencement of Services or the Contract is terminated as set forth in Section 9.1(F)(1)(a).  Force Majeure Rate shall apply during any repairs to Contractor’s equipment necessitated by damage caused by a Force Majeure Event; or

(b)                                 Company may terminate this Contract pursuant to Section 3.3(B).

(G)                              Redrill Rate.  If all or part of the hole is lost or damaged due to Contractor’s sole fault and Company elects that Contractor re-drill a portion of the hole, then Company shall pay Contractor at the Redrill Rate specified in Exhibit D — Compensation.  If Contractor is not at fault for the loss or damage to the hole, Contractor shall be paid Operating Rate.

(H)                              Demobilization Fee.  As full compensation for demobilizing the Drilling Unit and Contractor’s expatriate and national personnel on completion or abandonment of the last well to be drilled under this Contract, or upon early termination of the Contract in accordance with the provisions of Section 3.7, Company shall pay Contractor the Demobilization Fee, if one is specified in Exhibit D — Compensation.  The Demobilization Fee may be expressed as a lump sum, a daily Service Rate or a combination of both.  Demobilization commences when the Drilling Unit is one nautical mile from the last well location.

(I)                                   Off Weather Rate.  When normal Services cannot be carried out due to adverse sea, loop/eddy currents, or adverse weather conditions, such as named tropical storms or inability to move due to weather Operating Rate (or other applicable rate) shall apply for up to twenty-four (24) consecutive hours.  Thereafter, Company shall pay the Off Weather Rate specified in Exhibit D — Compensation per twenty-four (24) hour day until Services are recommenced or the Contract terminates or expires, whichever is earlier.  Contractor’s superintendent in charge aboard the Drilling Unit will make final determination as to when Services are to be suspended and resumed in the event of these conditions.

9.2                               Stoppage of Services due to Mechanical Failure or Damage to the Drilling Unit.  If mechanical problems associated with or any damage to the Drilling Unit prevents Contractor’s performance of the Services and are not directly caused by the Company Group or a Force Majeure Event, the provisions in this Section 9.2 will apply.

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(1)                                 Surface Equipment.

(a)                                 If the stoppage of the Services is due to mechanical failure or damage to the Surface Equipment, Contractor is allowed the number of hours per calendar month to effect repairs to the Drilling Unit as set out in Exhibit A — Scope of Work.  After such allowance is used up, Contractor will be on the zero Service Rate and receive no further compensation from Company until either the recommencement of the Services or the Contract is terminated or expires.  If a failure occurs in the surface BOP controls system and results in recovering the LMRP or BOP Stack, Section 9.2(2) applies.

(b)                                 NOT USED

(2)                                 Subsea Equipment.

(a)                                 Except as otherwise provided in Section 9.2(2)(b), if the stoppage of the Services is due to a mechanical failure or damage to the Subsea Equipment, Contractor will be on zero Service Rate and receive no further compensation from Company until either the recommencement of the Services or the Contract is terminated or expires.

(b)                                 If the BOP Stack has been deployed and functional, with or without the LMRP, in excess of ninety (90) days from when the BOP Stack is released from the transportation cart, and a stoppage of the Services occurs due to mechanical failure or damage to the BOP Stack, Contractor shall recover, replace, reconnect, test in line and deploy a BOP Stack at eighty-five percent (85%) of Operating Rate until either the recommencement of the Services or the Contract is terminated or expires.  If the BOP Stack has been deployed and functional, with or without the LMRP, in excess of one hundred and twenty (120) days from when the BOP Stack is released from the transportation cart, and a stoppage of the Services occurs due to mechanical failure or damage to BOP Stack, Contractor shall recover, replace, reconnect, test in line and deploy a BOP Stack at Operating Rate until either the recommencement of the Services or the Contract is terminated or expires. If a failure occurs in the surface BOP controls system and does not result in recovering the LMRP or BOP Stack, Section 9.2(1) applies.

(c)                                  If at Company’s request the spare BOP Stack, if any,  has a different configuration from the deployed BOP Stack (i.e. drilling versus completion), and Services are stopped to recover the deployed BOP Stack, any incremental time required on the critical path to reconfigure and test the spare BOP Stack for deployment shall be at Operating Rate.

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9.3                               Variation of Service Rates.  The Service Rates set forth in Exhibit D — Compensation may be revised as follows:

(A)                               Variation of Rates for Changes in the Area of Operations or Company’s supply base.  If there is a change in the Area of Operations identified in Exhibit A — Scope of Work or Company Operations Base, Contractor may request an adjustment to the Service Rates relative to Contractor’s documented costs that result from the change.  Following such request the Parties shall execute an amendment to Exhibit D — Compensation.

(B)                               Variation of Service Rates for Changes in Company’s Policies.  If there is a change to Company’s policies, including applicable codes and standards adopted by Company, which materially increase Contractor’s costs, Contractor may request an adjustment to the Service Rates that result from the change.  Following such request the Parties shall execute an amendment to Exhibit D — Compensation.

(C)                               Variation of Service Rates due to a Change in Work Schedule/Number of Personnel.  If a change in Exhibit A — Scope of Work increases Contractor’s personnel Contractor may request an increase in the Service Rates relative to Contractor’s documented costs which result from such change.  Following such request the Parties shall execute an amendment to Exhibit D — Compensation.

(i)                                     NOT USED

(D)                               Catering Cost Variation.  For purposes of this escalation, the baseline catering cost shown in Section II, Item 8 in Exhibit D — Compensation will be adjusted for any documented actual cost variation.

(E)                               Variation of Rates Due to Exchange Controls.  If, after the Effective Date of the Contract, the Country either imposes exchange controls through new legislation or regulations or through a change in interpretation or enforcement of existing legislation or regulations, the Parties agree to consider an adjustment in Contractor’s compensation to ensure that neither Party benefits nor is disadvantaged as a result thereof.

(F)                                Variation of Rates due to Changes in Law or Regulation.  If after the Effective Date any change in law or regulation or interpretation of any law or regulation (including any tax or customs law or regulation) causes an increase in Contractor’s operating costs then the Parties agree to negotiate an adjustment in Contractor’s compensation to ensure that the Contractor is not disadvantaged as a result of that change.

10.                               REIMBURSEMENTS TO CONTRACTOR

10.1                        Reimbursement for Additional Materials and Services.  If Company elects to have Contractor furnish certain additional materials and services not included on Exhibit A — Scope of Work and its attachments and Contractor agrees to furnish such materials and perform or arrange for the performance of such Services, Company shall reimburse Contractor for the actual cost including customs duties and freight costs incurred in furnishing such items.  In addition, Contractor shall be entitled to charge Company a

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handling charge in accordance with the following amounts or percentages of the Contractor’s net final cost for such service or materials:

(A)                               Five percent (5%) for all materials and services listed in Attachment A2 to Exhibit A — Scope of Work to be provided by Contractor at Company’s cost plus a handling fee;

(B)                               Five percent (5%) for all materials and services requested after Contract signing but before the shipyard’s vessel launching milestone;

(C)                               Five percent 5(%) for all materials and services requested after the shipyard’s vessel launching milestone but before shipyard’s delivery of the Drilling Unit;

(D)                               Five percent (5%) for all materials and services requested after the shipyard’s delivery of the Drilling Unit but before the Commencement Date; and

(E)                               Five percent (5%) for all materials and services requested after the Commencement Date.

10.2                        Reimbursement for Additional Personnel.  Contractor shall be reimbursed for additional personnel requested by Company at the rates listed on Attachment A3 to Exhibit A — Scope of Work. In the absence of such listed personnel rates for the required positions, Company shall reimburse Contractor for the cost of additional personnel, as provided in Section 7.1(A)(2), on the basis of one of the following:

(A)                               A lump sum amount that is agreed to by the Parties.  The Parties agree to incorporate this amount into the applicable daily rates by entering into an amendment of Exhibit D — Compensation.

(B)                               An amount equal to Contractor’s cost for salary plus Payroll Burden (as defined in Exhibit D — Compensation) plus five percent (5%) of such amount.

10.3                        Reimbursement for Contractor’s Personnel Air Transportation.  At any time Company is required to reimburse Contractor for personnel air transportation, Company shall reimburse Contractor the cost of air transportation up to but not to exceed the cost of the applicable air fare, according to Contractor’s travel policy, by the most expedient route to and from each Person’s Personnel Home Base location.

10.4                        Reimbursement for Meals and Lodging.  The Service Rates set forth in Section 9.1 and Exhibit D — Compensation include meals and lodging for the number of Company Persons and those of Company’s other contractors specified in Exhibit D — Compensation.  Meals and lodging for additional Persons shall be at the rate specified in Exhibit D — Compensation.

11.                               FINANCIAL MATTERS

11.1                        Contractor’s Invoices.

(A)                               Contractor shall invoice Company in advance, 10 days prior to the Drilling Unit’s anticipated arrival on location, for the amount of USD 6.30 million (the “Advance Payment Invoice”).  Thereafter, Contractor shall send invoices every

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fourteen (14) days in the amount of USD 3.15 million to Company at the Company address set forth in Exhibit D — Compensation.   The invoices of USD 3.15 million sent to the Company shall contain a detailed calculation containing  Company approved timesheets, equipment sheets and shipping manifests where applicable, and shall be submitted in accordance with the provisions set for in this Section 11.1. in support of the work performed during the previous period.

(B)                               At the end of each Well, Contractor shall invoice or credit Company for any positive or negative variances for all rates, fees, and reimbursements, etc. as specified in this Agreement. Clause 11.2 B does not apply to this clause 11.1 B.

(C)                               Contractor shall include all of the following information in every invoice:

(1)                                 The title and number of this Contract.

(2)                                 The amount due in the Currency.

(3)                                 If applicable, all the following:

(a)                                 The amount of local currency due.

(b)                                 Transaction Taxes which Contractor proposes to collect or for which it will seek reimbursement from Company (including a tax assessed against Company but collected by Contractor).

(c)                                  Contractor’s tax registration number(s).

(D)                               Company shall provide to Contractor, if available, an exemption certificate, a letter from the appropriate authority or a letter from Company agreeing that Company will self-assess and remit Transaction Taxes (e.g., VAT, GST, sales tax, etc.) for one or more relevant taxing jurisdictions (instead of payment to Contractor), and Contractor shall not invoice Company for those taxes identified in the exemption certificate or letter.

11.2                        Invoice Payments.  Company shall pay Contractor’s invoices as follows:

(A)                               Payment Timing.  Company shall pay undisputed invoice amounts within ten (10) days from the date of each invoice.  Additional terms concerning an accelerated payment discount may be set out in Exhibit D — Compensation.

(B)                               Termination for Non-payment.  If Company fails to make payment of an undisputed invoice to Contractor within (10) days of receiving written notice of failure to pay the undisputed amount, Company shall be in repuditory breach of this Agreement and Contractor at its sole discretion will be entitled to terminate this Agreement, demobilize and leave the Area of Operation.  Any such termination by Contractor under this clause shall be treated as a termination for convenience by Company and Contractor shall be compensated pursuant to clause 3.7(C) of this Agreement.

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(C)                               Right to Withhold Payments.

(1)                                 If Company disputes all or part of an invoice Company shall within fifteen (15) days notify Contractor of the Dispute and pay the undisputed portion within thirty (30) days from the date of the invoice.

(2)                                 If Company notifies Contractor of a Dispute in relation to part of a paper invoice, Company shall pay the disputed portion into an escrow account until the Dispute is resolved.

(D)                               Notification of Non-Payment of an Undisputed Invoice.  If Contractor has not received payment of any undisputed invoice amount for more than thirty (30) days after Company’s receipt of that invoice, Contractor may notify Company of this non-payment.  If payment is not made within three (3) days Contractor shall charge, interest of LIBOR plus 5 basis points on any amount so outstanding until the amount is paid in full.

(E)                               Banking Regulations and Currency Requirements.  Subject to all Applicable Laws, including banking and currency laws, Company shall pay undisputed Contractor’s invoices as follows:

(1)                                 Company shall pay funds to Contractor by electronic funds transfer to the account of Contractor as set out in Exhibit D — Compensation.

(2)                                 Company shall make all payments in the Currency (including expenses paid in other currencies that Contractor has converted as required by this Contract and invoiced in the Currency) except as required in Section 11.2(D)(3).

(3)

11.3                        Subordination of Lien Rights by Company.  Company may not impress any Liens on the Drilling Unit superior to Contractor’s mortgagers and other financial documents.  Arising out of this Contract, Company shall not create or allow its contractors to attach any Lien upon the Drilling Unit.  Should the Drilling Unit be arrested or detained by reason of a Lien place on it by Company or its contractors, Company shall take all reasonable steps, at its risk and expense, to secure the prompt release of the Drilling Unit, including establishing appropriate security or bonds.  Nothing in this provision shall be deemed to prevent Company from asserting any maritime Liens against Drilling Unit that may arise by operation of law, but that Lien shall be fully subordinated to Contractor’s mortgages and any other financial documents.

12.                               ADDITIONAL OBLIGATIONS

12.1                        Compliance with Applicable Laws.  Without limiting any other provision in this Contract, both Parties shall comply with, and shall ensure that all members of their respective groups comply with, all Applicable Laws, concessions and clearances, including those of the Country.  Nothing in this Contract requires either Party to comply with Applicable Laws if that requirement would be inconsistent with U.S. and UK anti-bribery and anti-boycott laws.

12.2                        Improper Influence.  The Parties represent and warrant that, in connection with this Agreement or the business resulting therefrom:

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a.              it is knowledgeable about anti-bribery Laws, including the United States Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act 2010 (as amended from time to time) and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments or other benefits to any official or employee of any government, or any agency, ministry, department of a government (at any level), person acting in an official capacity for a government regardless of rank or position, official or employee of a company wholly or partially controlled by a government (for example, a state owned oil company), political party and any official of a political party; candidate for political office, officer or employee of a public international organization, such as the United Nations or the World Bank, or immediate family member (meaning a spouse, dependent child or household member) of any of the afore-mentioned or any other person or company (a “Government Official”), which are applicable to the performance of this Agreement and will actively and fully comply with all such laws; and

b.                                      neither it nor a Related Party have made, offered or authorized or will make, offer or authorize any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any Government Official or any person or any Cal Dive or any undertaking where such payment, gift, promise or other advantage would (i) comprise a facilitation payment (a payment made to facilitate or expedite performance of a commonly performed, routine governmental action); and/ or (ii) violate the anti-bribery Laws.

The Parties undertake to immediately notify the other if in connection with this Agreement or the business resulting therefrom it receives or becomes aware of any request from a Government Official or any person or an employee of a Party or any undertaking for any payment, gift, promise or other advantage of the type mentioned in this Clause.

Parties represent and warrant that neither it nor any of its related parties is a Government Official or other person who could assert illegal influence on behalf of the Parties.  If any of the foregoing becomes a Government Official, a Party shall promptly notify the other Party.

The Parties shall save, indemnify, defend, and hold harmless each other from and against any and all claims arising out of a Party’s representations herein being untrue or arising out of a Party’s breach of any of its warranties or undertakings in this Clause.

12.3                        No Penalty for Compliance.  Company may not terminate this Contract in the event Contractor’s breach or violation of any provisions of this Contract results from Contractor’s refusal to fulfill a request, whether direct or indirect, explicit or otherwise, for an Improper Benefit.  For purposes of this Section 12.3, the term “Improper Benefit” means any payment, promise or offer to pay or authorization of the payment of any money gift, or other thing of value of any nature including but not limited to direct or indirect payments, gifts, entertainment, travel expenses, political or charitable contributions, or services, to any Government Official, or to any third party at the request of or for the benefit of any Government Official, for purposes of (i) influencing any act or

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decision of such Government Official in his official capacity, (ii) inducing such Government Official to do or omit to do any act in violation of the lawful duty of such Official; (iii) securing any improper advantage; or (iv) inducing such Government Official to use his influence with the Government or instrumentality thereof to affect or influence any act or decision of the Government or such instrumentality with respect to any activities undertaken  relating to this Contract.

13.                               RECORDS AND INSPECTION

13.1                        Records.  Contractor shall establish and maintain all Records which are necessary and appropriate in accordance with good management practice (under the circumstances of this Contract) to facilitate an accurate and complete record of all of the performance by Contractor of its obligations under this Contract.

13.2                        Retention of Records.  All Records required to be kept by Section 13.1 shall be maintained and retained by Contractor Group until at least twelve (12) months from the end of the calendar year in which this Contract is completed or terminated.  All Records required to be kept by Section 13.1 shall be maintained in either paper or electronic format.

14.                               TAXES

14.1                        Contractor’s Taxes.  Contractor is solely responsible for the following taxes levied against Contractor relating to the Services or this Contract outside of Guinea:

(A)                               Income/Franchise.  Income, withholding, excess profit or other taxes, charges or imposts assessed or levied on account of Contractor’s earnings, taxable margins or receipts (including gross receipts), or franchise taxes for the privilege or actual conduct of business that are measured by Contractor’s net worth, capital, surplus or undivided profits.

(B)                               Personnel.  Taxes assessed or levied against or on account of compensation or other benefits paid to Contractor’s employees.

(C)                               Property.  Taxes assessed or levied against or on account of, or by reference to the value of, any property or equipment (including materials and consumable supplies) of Contractor except Import/Export Charges reimbursable by Company under Section 15.6.

(D)                               Services.  Taxes assessed or levied against or on account of, or by reference to the value of, the Services or this Contract.

14.2                        Company’s Taxes.  Company is responsible for all taxes levied against Company relating to the Services or this Contract.

14.3                        Gross-Up for Withholding Tax - The Service Rates included in Exhibit D — Compensation are not inclusive of Contractor’s Taxes.  If Company is required to withhold income tax on payments made to Contractor, such payments shall be grossed-up such that Contractor receives payments equal to the Service Rates included in Exhibit D — Compensation after the application of withholding tax.

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14.4                        Reimbursement of Company’s Taxes.  With the exception for amounts included in Section 14.3 above, Company shall reimburse Contractor for all documented Contractor’s Taxes related to the Services or this Contract in Guinea, and Company shall indemnify, defend and hold Contractor harmless from the payment of all Taxes or related charges of any nature whatsoever, imposed or assessed by the Government in Guinea. However, in the event that Company is unable to use or loses its tax exemptions due solely to Contractor’s Gross Negligence, Contractor shall be responsible for its Guinean tax liability only to the extent of the exemptions lost.

14.5                        Transaction Taxes.  If any Transaction Taxes are applicable, these taxes shall be separately itemized and identified on Contractor’s invoices as provided in Section 11.1; paid by Company and collected by Contractor and paid over by Contractor to the appropriate governmental agency in accordance with Applicable Laws (except to the extent Company advises Contractor pursuant to Section 11.1(C) that in accordance with Applicable Laws, Company will be responsible for self-assessing and paying these taxes).  Each Party shall provide the other Party on a timely basis with invoices, tax receipts and any other documentation that may be required for Company or Contractor to obtain tax reimbursement, credit, abatement or refund of any taxes.

14.6                        Subcontractor Taxes.  Each Party is solely responsible for all liabilities or Claims for taxes assessed or levied with respect to actions (or omissions to act) of such Party’s Subcontractors, their directors, officers, employees or agents in relation to this Contract or the Services.

14.7                        Tax Records.                     Company will provide Contractor with any information which Contractor may reasonably require in order to file any required tax returns in accordance with appropriate Laws.

15.                               IMPORT/EXPORT OBLIGATIONS.

15.1                        Definitions Relating to Import/Export Obligations.

(A)                               “Import/Export Charges” means customs or import or export duties or taxes, and all other charges related to port or customs clearances, including pilotage, agent fees, brokerage fees, handling charges and port dues.

(B)                               “Contractor Import/Export Items” means any property, goods, materials or equipment that Contractor imports into the Country or the Area of Operations (whether permanently or temporarily) in order for Contractor to perform the Services.

(C)                               “Company Import/Export Items” means any property, goods, materials or equipment that Company imports into the Country or the Area of Operations (whether permanently or temporarily) in connection with this Contract.

(D)                               “Import/Export Exemptions” means exemptions from or reductions of Import/Export Charges obtained by Company or available to Contractor or members of Contractor Group.

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15.2                        Contractor Imports and Exports.  Contractor is responsible for all of the following:

(A)                               For exporting all Contractor Import/Export Items from their country of origin (including deemed exports of software, technology or other intellectual property).

(B)                               For importing all Contractor Import/Export Items into the Country and the Area of Operations.

(C)                               For obtaining all necessary permits, licenses, authorizations and clearances for the export and import of Contractor Import/Export Items.

(D)                               For complying with all Applicable Laws, including those of the country of export and the country of origin.

15.3                        Company Imports and Exports.  Company is responsible for all of the following:

(A)                               For exporting all Company Import/Export Items from their country of origin (including deemed exports of software, technology or other intellectual property).

(B)                               For importing all Company Import/Export Items into the Country and the Area of Operations.

(C)                               For obtaining all necessary permits, licenses, authorizations and clearances for the export and import of Company Import/Export Items.

(D)                               For complying with all Applicable Laws, including those of the country of export and the country of origin.

15.4                        Import/Export Exemptions.  Contractor and Company shall use its best efforts and take all actions necessary to ensure that all possible Import/Export Exemptions are obtained, and that all requirements for Import/Export Exemptions are complied with.  Neither Party shall take any action that is prejudicial to obtaining any available Import/Export Exemption.

15.5                        Payment of Import/Export Charges.  Contractor shall pay all Import/Export Charges, on Contractor Import/Export Items subject to reimbursement under Section 15.6, if applicable.  All temporary import bonds shall be administered by Contractor and provided at Company’s sole cost.

15.6                        Reimbursement.  If an Import/Export Exemption is not available through no fault of Contractor, then Company shall reimburse Contractor for the actual documented cost of any Contractor Import/Export Charges that are paid by Contractor to a duly authorized representative of the government having jurisdiction.

15.7                        Exports after Completion of the Services.  Contractor is responsible for obtaining all necessary permits, licenses, authorizations and clearances for the export from the Country or the Area of Operations, and the import into the destination country, of any Contractor Import/Export Items which are exported from the Country or the Area of Operations.

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16.                               CLAIMS, LIABILITIES AND INDEMNITIES

16.1                        INTENT OF INDEMNITY PROVISIONS.  The Parties agree to allocate between them responsibility for all Claims as set out below. As used in this Section 16, the following terms have specified meanings.

(A)                               “Fault” means the active, passive, sole, contributory, concurrent or gross negligence of a Person, the unseaworthiness of any vessel, including the Drilling Unit, strict liability, or breach of warranty.

(B)                               “Gross negligence” means willful and wanton disregard for harmful, foreseeable and avoidable consequences.

(C)                               An “occurrence” is defined as an accident, including continuous or repeated exposure to substantially the same general harmful conditions.

(D)                               “Third Parties” includes any Person who is not a member of the Contractor Group, the Company Group.

(E)                               “Indemnify”, “indemnifies”, “indemnity obligations”, and similar terms mean waive, assumes responsibility for, releases indemnifies and holds harmless.

(F)                                Losses contemplated by this Section 16 include the cost of removal of wreckage.

16.2                        CONTRACTOR GROUP’S PROPERTY.

(A)                               General.  Subject to the provisions of Sections 16.2(B) and 16.2(B)(4), if damage is suffered or loss is incurred to Property of the Contractor Group, including the Drilling Unit, where that damage or loss arises out of this Contract or the Services, Contractor indemnifies Company Group against that damage or loss from and against Claims by the Contractor Group for that damage or loss regardless of fault of Company Group.

(B)                               Damage or Loss to Downhole Equipment.  Company shall reimburse Contractor for damage to or loss of the Downhole Equipment owned or provided by Contractor while in the hole below the rotary table.  Company shall pay Contractor the lesser of the repair cost or the replacement cost for Downhole Equipment in accordance with the provisions below:

(1)                                 If the Downhole Equipment component is new at the Commencement Date of the Contract:

(a)                                 During the first twelve (12) months of the term of the Contract — replacement cost;

(b)                                 During the second twelve (12) months of the term of the Contract — ninety-five percent (95%) of replacement cost; and

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(c)                                  Thereafter — eighty-five percent (85%) of replacement cost.

(2)                                 If the Downhole Equipment component has been in service for a period of twelve (12) months at the Commencement Date of the Contract or at the time it replaces previously damaged components — eighty-five percent (85%) of replacement cost.

(3)                                 If used Downhole Equipment component is replaced during the Term of the Contract with new Drill String components:

(a)                                 During the first twelve (12) month period following replacement — replacement cost;

(b)                                 During the second six (6) month period following replacement — ninety percent (90%) of replacement cost; and

(c)                                  Thereafter — eighty-five percent (85%) of replacement cost.

(4)                                 Reimbursement by Company under this Section 16.2(B) is based on Contractor’s actual documented cost to repair or replace the damaged components, plus, if shipped to the Area of Operations, actual documented freight, duties (reimbursement of duties being subject to Section 15.6) and handling costs incurred by Contractor for transport of the replacement components to the Company Operations Base.

(C)                               Damage to Subsea Equipment.

(1)                                 Company shall reimburse Contractor for damage or loss to Contractor’s Subsea Equipment as a result of loop, eddy or other adverse currents or named tropical storms / hurricanes that cause the Subsea Equipment to exceed its technical capabilities, subject to the following:

(a)                                 Contractor shall, as soon as reasonably practical, notify Company if Contractor discovers that the currents exceed or may exceed the technical limitations of the Subsea Equipment.

(b)                                 If such currents are not discovered by Contractor, or if discovered and Company nevertheless instructs Contractor to proceed and damage to the Subsea Equipment results, Contractor shall advise Company of such damage once known, but Contractor shall nevertheless be entitled to reimbursement under this Section 16.2(B)(4).

(c)                                  If Contractor advises Company of such currents and Company requests Contractor to proceed with Services, refusal by Contractor to proceed with Services despite Company’s request will not be considered breach of any provision of the Contract.

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(2)                                 Company shall reimburse Contractor for damage or loss to Contractor’s Subsea Equipment as a result of the Drilling Unit being moved outside a one hundred and fifty foot (150’) radius from the well center while the subsea equipment is suspended below the rotary table at Company’s request (also known as “well hopping”).  Furthermore, Contractor shall not be required to move the Drilling Unit outside a one hundred and fifty foot radius from the well center with the subsea equipment suspended below the rotary table and Contractor’s refusal to do so will not be considered a breach of any provision of this Contract

(3)                                 Company shall reimburse Contractor for damages to Contractor’s Subsea Equipment as set forth in Section 16.2(C) in an amount equal to the then current replacement cost of the Subsea Equipment, plus delivery to the Drilling Unit, or the repair cost, whichever is less. If this damage or loss causes any downtime for the Drilling Unit, Company shall, in addition, pay Contractor at the Standby Rate until repair is completed.

16.3                        COMPANY GROUP’S PROPERTY.  With respect to loss or damage to Property of Company Group, Company indemnifies Contractor Group from and against Claims for damage or loss to Property of Company Group where that damage or loss arises out of this Contract and the Services regardless of Fault of Contractor Group.

16.4                        INJURY OR DEATH.

(A)                               Contractor Group’s Employees.  Contractor indemnifies Company Group from and against Claims for injury to or death of Contractor Group employees where that injury or death arises out of this Contract or Services regardless of Fault of Company Group.

(B)                               Company Group’s Employees.  Company indemnifies Contractor Group from and against Claims for injury or death of Company Group’ employees where that injury or death arises out of this Contract regardless of Fault of Contractor Group.

16.5                        LIMITATION ON LIABILITY FOR WELL EVENT CONTROL COSTS.  If a Well Event arises out of this Contract, Company releases and indemnifies each member of Contractor Group from and against Claims for Well Event Control Costs.

16.6                        THIRD PARTY INDEMNITY

(A)                               Company indemnifies Contractor Group from and against Claims for injury or death or loss or damage to property of Third Parties arising out of this Contract, but only to the extent caused by the Fault of Company Group.

(B)                               Subject to the provisions of Section 16.6(C), Contractor indemnifies Company Group from and against Claims for injury or death or loss or

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damage to property of Third Parties arising out of this Contract, but only to the extent caused by the Fault of the Contractor Group.

(C)                               Company indemnifies Contractor Group from and against Claims for loss of or damage to underwater structures, equipment, or obstructions owned by Third Parties arising out of this Contract that occur when the Drilling Unit is being moved with the Subsea Equipment suspended below the rotary table at Company’s request.

(D)                               Company indemnifies Contractor Group from and against Claims for loss of or damage to underwater structures, equipment, or obstructions owned by Third Parties arising out of this Contract that occur when the Drilling Unit is being moved between wellheads with the Subsea Equipment suspended below the rotary table at Company’s request.

16.7                        POLLUTION DAMAGE.

(A)                               Contractor indemnifies Company Group from and against Claims arising out of this Contract for control, cleanup, removal, assessments, damage to natural resources, and Third Party property damage or loss from Pollution that originates above the water level from spills of fuels, lubricants, motor oils, non-oil based drilling fluids, pipe dope, paints, solvents, ballast, bilge and garbage within Contractor’s possession and control and directly associated with the Drilling Unit.

(B)                               Except as provided in Section 16.7(A), Company indemnifies Contractor Group from and against Claims arising out of this Contract for control. cleanup, removal, assessments, damage to natural resources, and Third Party property damage or loss from Pollution, including Pollution that originates at or below the water level.

16.8                        LOSS OF WELLBORE AND RESERVOIR DAMAGE. If the wellbore, i.e. the hole below the seabed, is lost or damaged at any time, Company indemnifies the Contractor Group from and against Claims arising out of this Contract for damage to or loss of the wellbore and reservoir.  Company indemnifies the Contractor Group from and against Claims arising out of this Contract for the cost of regaining control of any wild well. Company indemnifies the Contractor Group from and against Claims arising out of this Contract for injury to, destruction of, or loss or impairment of any property right in or to oil, gas or other mineral substance or water, if at the time of the act or omission causing such injury, destruction, loss, or impairment, said substance had not been reduced to physical possession above the seabed, and for any loss or damage to any formation, strata, or reservoir beneath the seabed.

16.9                        USE OF MEDICAL FACILITIES OR MEDICAL EVACUATION.  Company indemnifies Contractor from and against Claims for injury to or death of members of Company Group that arise out of or in connection with the recovery, diagnosis, treatment or medical evacuation of such personnel, or the provision of pharmaceutical products or medical supplies furnished or rendered by Contractor Group.  Contractor indemnifies Company Group from and against Claims arising

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out of Company making available to Contractor Group access to emergency evacuation services pursuant to Section 8.2.

16.10                 INDEMNITY FOR TAXES.  Each Party indemnifies the other Party from and against Claims for taxes (including interest and penalties), costs, losses, duties or charges, that any taxing authority may assess or levy against such Party in connection with such Party’s tax obligations relating to this Contract or arising out of such Party’s actions or failure to act. Company indemnifies Contractor Group from and against any Claim arising from Company’s failure to provide the information referred to Section 11.1(D) or from erroneous information referred to in Section 14.5.

16.11                 LIMITATIONS ON CLASSES OF DAMAGES.  Company and Contractor waive and release each other, Contractor Group and Company Group from and against, directly or indirectly, to the fullest extent permitted by applicable law, all of the following Claims for damages arising out of this Contract or the Services, whether such Claims are made in connection with an indemnity specified in this Section 16, a breach of any obligation under this Contract or otherwise:

(A)                               Indirect, incidental or consequential loss.

(B)                               Loss or delay of production, including production of petroleum or petroleum products, or loss of or damage to the leasehold, loss of hole, loss of reservoir, or loss of delay in drilling or operating rights.

(C)                               Loss of prospective economic advantage or benefit.

(D)                               Loss of profits or revenue, costs or expenses resulting from business interruptions, loss of business opportunity, loss or damage to property, equipment, materials, and services.

(E)                               Costs of Persons hired by the Parties, including Subcontractors, to provide vessels, materials, and services or work in support of the Services, sometimes referred to as “spread costs”.

(F)                                Punitive or exemplary damages.

16.12                 EXTENT OF WAIVER, RELEASE AND INDEMNITY OBLIGATIONS.  The indemnity obligations of Contractor and Company and the limitations and exclusions of damages set out in this Section 16 shall apply regardless of the Fault of any Person indemnified or relieved of damages, any other anticipated or unanticipated event or condition, or any other legal theory of liability whether in contract, tort, or otherwise, and regardless of whether pre-existing the execution of this Contract, and regardless of whether liability of any kind is imposed or sought to be imposed on any Person indemnified or relieved of damages.

16.13                 DEFENSE OF CLAIMS.

(A)                               Contractor shall, at its sole cost and expense, be responsible for Defense Costs relative to Claims which may be brought against Company Group for which Contractor wholly releases and/or indemnifies Company Group.

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Contractor shall accept and initiate such defense within thirty (30) days of written request by Company.

(B)                               Company shall, at its sole cost and expense, be responsible for Defense Costs relative to Claims which may be brought against Contractor Group for which Company wholly releases and/or indemnifies Contractor Group.  Company shall accept and initiate such defense within thirty (30) days of written request by Contractor.

(C)                               In instances where a Party’s indemnity obligations are limited to a certain amount or percentages of damages, Defense Costs shall ultimately be borne by the Parties in proportion to their respective obligation to contribute to any settlement or judgment related to the underlying Claim. The primary party responsible for indemnification shall fund all Defense Costs until such time as a settlement is finalized or judgment is rendered, with the reconciliation between the Parties being conducted thereafter.

16.14                 DURATION OF INDEMNITY, RELEASE AND DEFENSE OBLIGATIONS.

(A)                               The indemnity obligations in this Section 16 shall be effective as of the Effective Date of this Contract and shall remain in effect until termination.

(C)                               Notwithstanding the provisions of Section 16.14(A), the indemnity obligations under this Section 16 shall continue to be in effect after termination of the Contract for any of the following:

(1)                                 Claims arising during the Term of the Contract regardless of whether such claims are initiated during or after the Term of the Contract; or

(2)                                 Claims arising during removal of wreckage operations under Section 2.12.

17.                               INSURANCE.

Contractor shall maintain insurance required by Applicable Laws and as provided in Exhibit C — Insurance.

18.                               OWNERSHIP OF INTELLECTUAL PROPERTY.

18.1                        Confidentiality of Contract Information.

(A)                               Contractor shall treat Company Contract Information as valuable, proprietary and confidential information and shall ensure that all members of Contractor Group do not disclose, any Company Contract Information to any other Person without the prior written consent of Company.

(B)                               Company shall treat Contractor Contract Information as valuable, proprietary and confidential information and shall ensure that all members of Contractor Group do not disclose, any Company Contract Information to any other Person without the prior written consent of Company.

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18.2                        Ownership of Contract Information

(A)                               All intellectual property rights and all other Property and other rights in relation to Company Contract Information are owned by Company. To the extent that Contractor or other members of Contractor Group discovered, developed or created copyright or other intellectual property or other rights arise in relation to that Company Contract Information, those works and rights are work made for hire under this Contract and are the exclusive property of Company.

(B)                               All intellectual property rights and all other Property and other rights in relation to Contractor Contract Information are owned by Contractor.  To the extent that Contractor or other members of Contractor Group discovered, developed or created copyright or other intellectual property or other rights arise in relation to that Contractor Contract Information, those works and rights are the exclusive property of Contractor.

18.3                        Grant of License to Company.  Company and its Affiliates shall have an irrevocable, non-exclusive, royalty-free, perpetual, worldwide right and license, to use Contractor Contract Information to the extent necessary to exploit Services or Products provided under this Contract, provided that Company and its Affiliates ensure that a receiving party of the Contractor Contract Information acknowledges its confidential and proprietary nature and undertakes to safeguard such Contractor Contract Information using at the least the same degree of care undertaken by Company herein..

18.4                        Grant of License to Contractor. Contractor is hereby granted an irrevocable, worldwide, royalty-free license to use Company Contract Information in any manner and disclose within its normal operations to perform the Services required to be performed by the Drilling Unit under this Contract, provided that Contractor and its Affiliates ensure that a receiving party of the Company Contract Information acknowledges its confidential and proprietary nature and undertakes to safeguard such Company Contract Information using at the least the same degree of care undertaken by Contractor herein.

19.                               BUSINESS RELATIONSHIP

19.1                        Contract for Services.  This is a maritime contract for maritime services and is not a charter or lease of Contractor’s Drilling Unit or other equipment.

19.2                        Independent Contractor.  The Services are provided by Contractor as an independent contractor, and Contractor and the members of Contractor Group are not employees, agents or representatives of Company or Company Group. Company shall have no direction or control of Contractor Group except in the results to be obtained.

19.3                        Control over Performance.  As an independent contractor, Contractor has complete control, supervision and direction over its equipment and personnel and over the manner and method of the performance of the Services.

20.                               ASSIGNMENT

20.1                        Assignment by Contractor.  Contractor may not assign or transfer in whole or part its rights and obligations under this Contract to any Person other than an Affiliate of Contractor or other than a financing bank, or in the event of a reorganization, merger,

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consolidation or asset sale, to any other entity which assumes the assets of Contractor under that reorganization, merger, consolidation or asset sale without the prior written consent of Company.  Any attempted assignment or transfer in breach of this obligation is void as between Company and Contractor.

20.2                        Assignment by Company.  Company may assign or transfer all or part of its rights or obligations under this Contract as follows:

(A)                               Without Contractor’s consent to an Affiliate of Company.

(B)                               Without Contractor’s consent to any other Person in the event of a reorganization, merger, or consolidation, to any other entity which assumes the assets of Company under that reorganization, merger, or consolidation.

(C)                               To any other Person with Contractor’s consent.

20.3                        Successors and Assigns.  This Contract upon assignment in accordance with Section 20.1 or 20.2 will be binding and will insure to the benefit and obligation of the successors and assigns of the assigning Party.

21.                               FORCE MAJEURE

21.1                        Definition of Force Majeure Event.  “Force Majeure Event” means any of the events or circumstances described in this Section 21.1 that are beyond the control of an affected Party and which prevents the performance of any of the affected Party’s obligations under this Contract after that Party has taken every reasonable step, including reasonable expenditures of money, to remedy the impact of the event: Events or circumstances that may give rise to a Force Majeure Event are limited to the following:

(1)                                 Earthquakes, fires, storms, tidal waves, tsunami, floods or other physical natural disasters, including epidemic disease outbreaks such as typhoid, yellow fever, Ebola, etc.

(2)                                 Acts of war (whether declared or undeclared), terrorism, riot, piracy, civil war, blockade, insurrection or civil disturbances.

(3)                                 Acts of a governmental entity, agency or other local authority.

(4)                                 Strikes or labor disputes.

21.2                        Excuse of Performance due to a Force Majeure Event.  Subject to compliance with Section 21.3, neither Party is liable for any delay in performing or failure to perform its obligations under this Contract (excluding release, indemnity and defense obligations and the obligation to pay undisputed invoices) if and to the extent that the delay or failure is caused by a Force Majeure Event.  A Party is excused from its performance obligations that are prevented by a Force Majeure Event for as long as the Force Majeure Event continues.

21.3                        Notice and Mitigation.  If a Party seeks relief from its obligations to perform under this Contract under Section 21.2, it shall:

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(A)                               Give prompt notice to the other Party, which must include all of the following information:

(1)                                 The event that the Party considers constitutes a Force Majeure Event; and

(2)                                 A good faith estimate of the duration of the Force Majeure Event.

(B)                               Make all reasonable efforts to overcome the Force Majeure Event and to mitigate its effects.

(C)                               If the Force Majeure Event continues, give periodic notices in accordance with Section 21.3(A), with a frequency as directed by the other Party’s Representative.

(D)                               Give the other Party prompt notice of the conclusion of the Force Majeure Event and resume performance of the Services as soon as reasonably possible after its conclusion.

21.4                        Termination of the Contract due to a Force Majeure Event.  This Contract may be terminated due to a Force Majeure Event in accordance with Section 3.3(B).

22.                               GOVERNING LAW AND RESOLUTION OF DISPUTES

22.1                        Governing Law.  This Contract is governed by and interpreted under the laws of England without regard to its choice of law rules.  The United Nations Convention on Contracts for the International Sale of Goods, 1980 (known as “the Vienna Sales Convention”) does not apply to this Contract.

22.2                        Resolution of Disputes.  The Parties shall exclusively and finally resolve any Dispute between them using direct negotiations, mediation and arbitration as set out in this Section 22.

22.3                        Direct Negotiations.  If a Dispute arises, a Party may initiate the resolution process by giving notice setting out in writing and in detail the issues in Dispute and the value of the Claim to the other Party.  A meeting between the Parties, attended by individuals with decision-making authority, must take place within thirty (30) days from the date the notice was sent in an attempt to resolve the Dispute through direct negotiations.

22.4                        Mediation.  If the Dispute cannot be settled by direct negotiations within thirty (30) days of initiation of the resolution process, either Party may initiate mediation by giving notice to the other Party.  The mediation shall be attended by individuals representing each Party with decision-making authority and the place of mediation shall be Houston, Texas.  Each Party to the mediation shall pay one-half the cost of the mediator.

22.5                        Arbitration.  If the Dispute is not resolved by mediation within thirty (30) days from the date of the notice requiring mediation, or if the Dispute is unresolved within sixty (60) days from the date of the notice requiring direct negotiations, then the Dispute shall be finally settled by binding arbitration and either Party may initiate such arbitration by giving notice to the other Party.  The arbitration shall be conducted in accordance with the United Nations Commission on International Trade Law (“UNCITRAL”) Arbitration Rules, except to the extent of conflicts between the UNCITRAL Arbitration Rules and

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the provisions of this Contract, in which event the provisions of this Contract prevail.  The International Centre for Dispute Resolution is the appointing authority, London, England.

22.6                        Arbitration Proceedings.  The following provisions shall apply to any arbitration proceedings commenced pursuant to Section 22.5:

(A)                               The number of arbitrators shall be one (1) if the monetary value of the Dispute is Ten Million Dollars (US $10,000,000) (or its currency equivalent) or less.  The number of arbitrators shall be three (3) if the monetary value is greater than Ten Million Dollars (US $10,000,000) or its currency equivalent.

(B)                               The arbitrator or arbitrators must be fluent in the English language and the language of the arbitral proceeding shall be English.

(C)                               The arbitrator or arbitrators must remain neutral, impartial and independent regarding the Dispute and the Parties.  If the number of arbitrators to be appointed is one, that arbitrator, or the presiding arbitrator if the arbitrators are three, must be a lawyer experienced in the resolution of disputes with experience relating to the types of issues involved in the Dispute.

(D)                               The Parties waive any Claim for, and the arbitrator has or arbitrators have no power to award, the damages waived and released under Section 16.11.

(E)                               All arbitration fees and costs (except for translation costs) shall be borne equally regardless of which Party prevails.  Each Party shall pay its own costs of legal representation and witness expenses.

(F)                                The arbitrator or arbitrators must render a reasoned award in writing within 30 days of the arbitration proceeding.  The award is final and binding.

23.                               NOTICES, REPRESENTATIVES AND CONTACT INFORMATION

23.1                        Notices.

(A)                               All notices required or permitted under this Contract must be in writing and delivered by mail (postage prepaid), overnight courier or by hand delivery to the address of the receiving Party set out in the signature page to this Contract.  Notice may also be delivered by facsimile sent to the facsimile number of the receiving Party set out in the signature page to this Contract (or such other address as a Party may notify in writing) provided that the original notice is promptly sent to the recipient by mail (postage prepaid) or by hand delivery.  Notices sent by email are ineffective.

(B)                               Notices are effective when received by the recipient during the recipient’s regular business hours.

(C)                               Notices which do not comply with the requirements of this Contract are ineffective, and do not impart actual or any other kind of notice.

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23.2                        Representatives and Contact Information.

(A)                               The representatives and contact information of each Party are as set out in the Exhibit A — Scope of Work.

(B)                               Each Party may change its representative or contact information by giving notice to the other Party.  If a notice is given under this Section 23.2(B), the replacement representative or contact information which is set out in the notice replaces the representative or contact information as set out in the Exhibit A — Scope of Work.

24.                               THIRD PARTY RIGHTS

No Person who is not a party to this Contract has any rights under this Contract or may enforce any provision in this Contract except that members of the Contractor Group and the Company Group, respectively, shall have the benefit of the indemnity obligations provided in their favor in Section 16 and shall have the right to enforce those obligations.

25.                               GENERAL PROVISIONS

25.1                        Prior Agreements.  This Contract comprises the complete and exclusive agreement between the Parties regarding the subject matter of this Contract, and supersedes all oral and written communications, negotiations, representations or agreements in relation to that subject matter made or entered into before the Effective Date.

25.2                        Amendment.  No amendment to this Contract is effective unless made in writing and signed by authorized representatives of both Parties.

25.3                        Waiver.  Neither Party’s failure to pursue remedies for breach of this Contract, or payment  of invoices constitute a waiver by that Party  of any breach of this Contract by the other Party or raise any defense against Claims against that other Party for breach of this Contract.  The waiver or failure to require the performance of any covenant or obligation contained in this Contract or pursue remedies for breach of this Contract does not waive a later breach of that covenant or obligation.

25.4                        Parent Company Guarantee.  As a condition precedent to this Contract, and prior to commencement of the Services, Company shall provide Contractor with a Parent Company Guarantee in a form acceptable to Contractor, attached to this Contract as Exhibit F.

25.5                        Severability.  Each provision of this Contract is severable and if any provision is determined to be invalid, unenforceable or illegal under any existing or future law by a court, arbitrator of competent jurisdiction or by operation of Applicable Laws, this invalidity, unenforceability or illegality does not impair the operation of or affect those portions of this Contract that are valid, enforceable and legal.

25.6                        Survival.  Despite completion of the Services or termination of this Contract for any reason, all provisions in this Contract containing representations, warranties, releases, defense obligations and indemnities, and all provisions relating to tax, import/export/customs, Contractors’ invoices, audit, confidentiality, insurance, disclaimer of certain remedies, limitations of liability, ownership or use or return of Contract

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Information, removal of wreckage, retention and inspection of Records, Dispute resolution and governing law, and all Claims which arose prior to completion or termination, survive indefinitely until, by their respective terms, they are no longer operative or are limited by an applicable statute of limitations.

25.7                        Counterparts.  This Contract may be executed in any number of counterparts, each of which will be deemed an original of this Contract, and which together will constitute one and the same instrument; provided that neither Party will be bound to this Contract unless and until both Parties have executed a counterpart.

25.8                        Drafting.  Preparation of this Contract has been a joint effort of the Parties and the resulting Contract must not be construed more severely against one of the Parties than against the other.

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IMPORTANT NOTICE:  THIS CONTRACT CONTAINS PROVISIONS REGARDING INDEMNITIES AND WARRANTIES THAT EXPRESS THE AGREEMENT OF THE PARTIES CONCERNING CLAIMS ARISING OUT OF THIS CONTRACT.

The Parties have executed this Contract in triplicate as evidenced by the following signatures of authorized representatives of the Parties:

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EXHIBIT A - SCOPE OF WORK

Name of Drilling Unit:  Pacific Bora

Point of Origin for the Drilling Unit:  Nigeria

Port of Entry for the Drilling Unit (if applicable): Conakry

Mobilization Delivery Point for the Drilling Unit:   One nautical mile from Company’s first location in Republic of Guinea

Point for Demobilization for the Drilling Unit: One nautical mile from the last well location

Party Responsible for providing permissions necessary to enter the Area of Operations to operate at the well location, as per Section 2.2(B)(2):

Company:  x          Contractor:  o

Initial Term of the Contract, as per Section 3.2(A): (choose one option)

·                  Term: One (1) well

Option to Extend the Initial Term of the Contract, as per Section 3.2(B)(1) and 3.2(B)(2):

Applicable:  x          Not Applicable:  o

If “Applicable”, indicate agreed extension period:

For the time necessary for Contractor to drill an additional number of ▇▇▇▇▇: Three (3) — 1-Well Options For a period of time:

Further Extensions of the Term of the Contract, as per Section 3.2(C) with two hundred seventy days notice to Contractor:

Option Available:  o          Not Available:  x

Earliest Date Drilling Unit may be available, as per Section 1.1, Commencement Date definition:

March 1st, 2017

Latest Date Drilling Unit must be available, as per Section 3.3(E):

April 15, 2017

Number of days after completion of the Services by which Drilling Unit must be removed from the Area of Operations, as per Sections 2.8, 2.10, and 9.1(I): 10 calendar days

Shake down Period number of days: 6.2(C )(3) & 6.2(C)(4):

Not applicable for this contract

Force Majeure Event number of consecutive days: (per Section 3.3(C) and 9.1(G):

Twenty days

Additional requirements prior to the Commencement Date, as per Section 1.1:

Applicable:  o            Not Applicable:  x

If “Applicable”, indicate requirements: Company will have auditors join rig no later than commencement of mobilization and audit/inspection will be performed at the prevailing terms of this contract.  The audit terms will be mutually agreed prior to January 1, 2017.  The Contractor shall provide full access to the drilling unit and the records of maintenance associated with same.  The deficiencies will be reported to both Company and Contractor.  Contractor agrees to correct deficiencies in a timely manner and at Contractor’s expense.  “Timely Manner” will be agreed at same time the audit terms are agreed.

Estimated Schedule for Inspection(s) of the Drilling Unit, as per Section 7.2(D)(3):

Certification of Drilling Unit:  Equipment inspections as per class and regulatory requirements

None

Structural Inspection of Drilling Unit:  Equipment inspections as per class and regulatory requirements

None

Estimated UWILD/Drydock Schedule of Drilling Unit:  Equipment inspections as per class and regulatory requirements

None

No. of hours allowed per month to effect repairs and preventative maintenance of equipment at the Operating Rate:

As per Sections 9.2(A)(1)(a) and per 7.2(C)(4):  A total of twenty-four hours per month is allotted for repairs and preventative maintenance for Surface Equipment (non-accrued); after which compensation will revert to zero Service rate.

As per Section 9.2(A)(2)(a) and per 7.2(C)(4):  A total of forty-eight hours per month is allotted repairs and preventative maintenance for Subsea Equipment (non-accrued); after which compensation will revert to zero Service rate.

The allowance as indicated above for Section 7.2(C)(4) and Section 9.2 are considered a single combined monthly allowance.

Period of Consecutive Days of Stoppage of Services even though Contractor is in compliance with the Required Standard of Performance :

Number of Consecutive days for Surface Equipment, as per Section 9.2(A)(1)(b):

Termination: Thirty days

Number of Consecutive days for Subsea Equipment, as per Section 9.2(A)(2)(b):

Termination: Forty-Five days 

Number of Consecutive days of Stoppage of Services due to Contractor being out of compliance with the Required Standard of Performance: Thirty days

Variations of Rates due to Changes in Law or Regulation as per Section 9.5.

Applicable:  o          Not Applicable:  x

If “Applicable”, indicate requirements:

Contractor personnel required to load/unload the supplies and materials on supply vessels in the Area of Operations, as per Section 2.16:

Yes:  x (as required)          No:  o

Transportation arrangements for Contractor’s personnel, if different from those set forth in Section 6.1(E)(4): Not applicable.

The Drilling Unit, Ancillary Equipment and Personnel to be furnished by Contractor are detailed in the following Attachments:

Attachment A1                  — DRILLING UNIT AND ANCILLARY EQUIPMENT SPECIFICATIONS

Attachment A2                  — EQUIPMENT, SUPPLIES, MATERIAL AND SERVICES TO BE FURNISHED BY COMPANY AND CONTRACTOR

Attachment A3                  — PERSONNEL TO BE FURNISHED BY CONTRACTOR

Attachment A4                  —DRILLING UNIT INSPECTION AND ACCEPTANCE REQUIREMENTS

Attachment A5                  — CONTRACTOR SAFETY MANAGEMENT SYSTEM

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ATTACHMENT A1 TO EXHIBIT A — SCOPE OF WORK

Offshore Drilling Contract No.  PBA 3

DRILLING UNIT AND ANCILLARY EQUIPMENT SPECIFICATIONS

1.                                      Name of Drilling Unit: Pacific Bora

2.                                      Maximum water depth of Drilling Unit capability, as per Section A.4:  10,000 ft.

(Capable of 10,000 feet, equipped for 10,000 feet.)

3.                                      Drilling depth capability for the Drilling Unit, as per Section A.4:  37,500 ft.

4.                                      Drilling Unit specification and specifications for Ancillary Equipment are provided herein:

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BEGINNING OF EMBEDDED FILE(S)

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RIG AND EQUIPMENT SPECIFICATIONS

PACIFIC BORA

“PACIFIC BORA”

INTERNATIONAL ASSOCIATION of DRILLING CONTRACTORS

STANDARD FORMAT EQUIPMENT LIST for DRILLSHIP UNITS

ATTACHMENT A1 — Drilling Unit and Ancillary Equipment Specifications 28NOV16

These specifications are intended for general reference purposes only and are not guaranteed to be current.

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RIG AND EQUIPMENT SPECIFICATIONS

PACIFIC BORA

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