Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th
day of June, 2008, by and among Vantage Drilling Company, a Cayman Islands
exempted company (the “Company”)
and F3 Capital (“F3
Capital”).


 


WHEREAS, the Company, Offshore Group Investment Limited, Vantage Energy
Services, Inc. and F3 Capital have previously entered into a certain Share
Purchase Agreement, dated as of August 30, 2007, as amended (the “Purchase Agreement”), pursuant to which the
Company will receive, in exchange for cash and units, all of the shares of
common stock of Offshore Group Investments Limited, an entity incorporated
under the laws of the Cayman Islands and a wholly owned subsidiary of F3
Capital; and


 


WHEREAS, the Company and F3 Capital desire to enter into this Agreement
to provide F3 Capital with certain rights related to the registration of (i) shares
of Common Stock; (ii) Warrants; and (iii) shares of Common Stock
underlying Warrants that F3 Capital will acquire as a result of the Purchase
Agreement and the transactions contemplated thereby.


 


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


 


 1.  DEFINITIONS.  The following capitalized terms used herein
have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified
from time to time.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.


 


“Common Stock”
means the common stock, par value $0.001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect at the time.


 


“Form S-3”
is defined in Section 2.3.


 


“Holder”
or “Holders”
means F3 Capital or any of its affiliates to the extent any of them are
permitted to hold Registrable Securities, other than those purchasing
Registrable Securities in a market transaction.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Majority in
interest” of Registrable Securities means a majority of the shares
of Common Stock and shares of Common Stock underlying the Warrants included in
the Registrable Securities.


 


“Maximum Number
of Shares” is defined in Section 2.1.4.


 


“Notices”
is defined in Section 6.3.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“Register,”
“Registered”
and “Registration”
mean a registration effected by preparing and filing a registration statement
or similar document in compliance with the requirements of the Securities Act,


 

















 


and the applicable rules and
regulations promulgated thereunder, and such registration statement becoming
effective.


 


“Registrable
Securities” mean all of (i) the shares of Common Stock; (ii) the
Warrants; and (iii) the shares of Common Stock issuable upon exercise of
the Warrants, held by F3 Capital as a result of the transactions contemplated
by the Purchase Agreement. Registrable Securities shall also be deemed to
include any warrants, shares of capital stock or other securities of the
Company issued as a dividend or other distribution with respect to or in
exchange for or in replacement of such Registrable Securities. As to any
particular Registrable Securities, such securities shall cease to be
Registrable Securities when: (a) a Registration Statement with respect to
the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or
exchanged in accordance with such Registration Statement; (b) such
securities shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of them shall not require
registration under the Securities Act; (c) such securities shall have
ceased to be outstanding, or (d) the Commission makes a definitive
determination to the Company that the Registrable Securities may be sold or
transferred under Rule 144(k).


 


“Registration
Statement” means a registration statement filed by the Company
with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder (other than a registration statement on Form S-4
or Form S-8, or their successors, or any registration statement covering
only securities proposed to be issued in exchange for securities or assets of
another entity).


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect at the time.


 


“F3 Capital”
is defined in the preamble to the Agreement.


 


“F3 Capital
Indemnified Party” is defined in Section 4.1.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer’s market-making
activities.


 


“Warrants”
mean the Warrants to purchase an aggregated 25,000,000 shares of Common Stock
issued by the Company to F3 Capital pursuant to the Purchase Agreement dated of
even date herewith between the Company, F3 Capital, Vantage Energy Services, Inc.
and Offshore Group Investments Limited.


 


2.  REGISTRATION RIGHTS.


 


2.1  Demand Registration.


 


2.1.1  Request for Registration.Commencing on the
date hereof, F3 Capital and its affiliates who collectively own a
Majority-in-interest of the Registrable Securities, may make a written demand
for registration under the Securities Act of all or part of their Registrable
Securities (a “Demand
Registration”). Any demand for a Demand Registration shall
specify the number and type of Registrable Securities proposed to be sold and
the intended method(s) of distribution thereof. The Company will notify
the Holders of Registrable Securities of the demand, and each Holder of
Registrable Securities who wishes to include all or a portion of such Holder’s
Registrable Securities in the Demand Registration (each such Holder including
shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the date of the
notice from the Company. Upon any such request, the Demanding Holders shall be
entitled to have their Registrable Securities included in the Demand
Registration, subject to Section 2.1.4 and the provisions set forth in


 


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Section 3.1.1. The Company shall not be obligated to effect more
than an aggregate of two (2) Demand Registrations under this Section 2.1.1
in respect of Registrable Securities.


 


2.1.2  Effective Registration.  A registration will not count as a Demand
Registration until the Registration Statement filed with the Commission with
respect to such Demand Registration has been declared effective by the
Commission and the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, however, that if, after such
Registration Statement has been declared effective, the offering of Registrable
Securities pursuant to a Demand Registration is interfered with by any stop
order or injunction of the Commission or any other governmental agency or court,
the Registration Statement with respect to such Demand Registration will be
deemed not to have been declared effective, unless and until, (i) such
stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a
Majority-in-interest of the Demanding Holders thereafter elect to continue the
offering; provided, further, that the Company shall not be obligated to
file a second Registration Statement until a Registration Statement that
has been filed is deemed an effective Demand Registration hereunder or is
terminated.


 


2.1.3  Underwritten Offering.  If a Majority-in-interest of the Demanding
Holders so elect and such Holders so advise the Company as part of their
written demand for a Demand Registration, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an
underwritten offering. In such event, the right of any Holder to include its
Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein. All
Demanding Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such underwriting by a
Majority-in-interest of the Holders initiating the Demand Registration.


 


2.1.4  Reduction of Offering.  If the managing Underwriter or Underwriters
for a Demand Registration that is to be an underwritten offering advises the
Company and the Demanding Holders in writing that the dollar amount or number
of Registrable Securities which the Demanding Holders desire to sell, taken
together with all other shares of Common Stock or other securities which the
Company desires to sell and the shares of Common Stock, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights held by other security holders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of securities that
can be sold in such offering without adversely affecting the proposed offering
price, the timing, the distribution method, or the probability of success of
such offering (such maximum dollar amount or maximum number of securities, as
applicable, the “Maximum
Number of Shares”), then the Company shall include in such
registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such Person has requested be
included in such registration, regardless of the number of shares held by each
such Person (such proportion is referred to herein as “Pro Rata”)) that can
be sold without exceeding the Maximum Number of Shares; (ii) second, to
the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (i), the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; and (iii) third, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (i) and
(ii), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Shares.


 


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2.1.5  Withdrawal.  If a Majority-in-interest of the Demanding
Holders disapprove of the terms of any underwriting or are not entitled to
include all of their Registrable Securities in any offering, such
Majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to the Company and the Underwriter or
Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand
Registration. If the Majority-in-interest of the Demanding Holders withdraws
from a proposed offering relating to a Demand Registration, then such
registration shall not count as a Demand Registration provided for in Section 2.1.


 


2.1.6  Expiration of Demand Rights.  The Holders shall have the right to demand a
Demand Registration during the period commencing on or after the date hereof
and expiring on a date which is five (5) years from the date hereof.


 


2.2 
Piggy-Back Registration.


 


2.2.1  Piggy-Back Rights.  If at any time on or after the date hereof the
Company proposes to file a Registration Statement under the Securities Act
with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity
securities, by the Company for its own account or for security holders of the
Company for their accounts (or by the Company and by security holders of the
Company including, without limitation, pursuant to Section 2.1), other
than a Registration Statement: (i) filed in connection with any employee
stock option or other benefit plan on Form S-8; (ii) for an exchange
offer or offering of securities solely to the Company’s existing security
holders; (iii) for an offering of debt that is convertible into equity
securities of the Company; (iv) for a dividend reinvestment plan; or (v) in
connection with an acquisition or merger on Form S-4, then the Company
shall (x) give written notice of such proposed filing to the Holders of
Registrable Securities as soon as practicable but in no event less than ten (10) days
before the anticipated filing date, which notice shall describe the amount and
type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter or
Underwriters, if any, of the offering, and (y) offer to the Holders of
Registrable Securities in such notice the opportunity to register the sale of
such number of shares of Registrable Securities as such Holders may request in
writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such
registration and shall use its commercially reasonable efforts to cause the
managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar securities of the
Company and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution
thereof. The Holders of Registrable Securities proposing to distribute their
securities through a Piggy-Back Registration that involves an Underwriter or
Underwriters shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-Back Registration. The
Holders shall have the right to request no more than five (5) Piggy-Back
Registrations during the period commencing on or after the date hereof and
expiring on a date which is five (5) years from the date hereof.


 


2.2.2  Reduction of Offering.  If the managing Underwriter or Underwriters
for a Piggy-Back Registration that is to be an underwritten offering advises
the Company and the Holders of Registrable Securities in writing that the
dollar amount or number of shares of Common Stock which the Company desires to
sell, taken together with shares of Common Stock, if any, as to which
registration has been demanded pursuant to written contractual arrangements
with persons other than the Holders of Registrable Securities hereunder, the
Registrable Securities as to which registration has been requested under this Section 2.2,
and 


 


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the shares of Common Stock, if any, as to which registration has been
requested pursuant to the written contractual piggy-back registration rights of
other stockholders of the Company, exceeds the Maximum Number of Shares, then
the Company shall include in any such registration, if the registration is
undertaken for the Company’s account: (A) first, the shares of Common
Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities, if any,
comprised of Registrable Securities, as to which registration has been
requested pursuant to the applicable written contractual piggy-back
registration rights of such security Holders, Pro Rata, that can be sold
without exceeding the Maximum Number of Shares; and (C) third, to the
extent that the Maximum Number of shares has not been reached under the
foregoing clauses (A) and (B), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to
register pursuant to written contractual piggy-back registration rights with
such persons and that can be sold without exceeding the Maximum Number of
Shares.


 


2.2.3  Withdrawal.  Any Holder of Registrable Securities may
elect to withdraw such Holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such
request to withdraw prior to the effectiveness of the Registration Statement.
The Company (whether on its own determination or as the result of a withdrawal
by persons making a demand pursuant to written contractual obligations) may
also, at its option, withdraw a registration statement at any time prior to the
effectiveness of the Registration Statement. Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the Holders of
Registrable Securities in connection with such Piggy-Back Registration as
provided in Section 3.3.


 


2.3  Registrations on Form S-3.  The Holders of Registrable Securities may at
any time and from time to time, request in writing that the Company register
the resale of any or all of such Registrable Securities on Form S-3 or any
similar short-form registration which may be available for use by the Company
at such time (“Form S-3”).
Upon receipt of such written request, the Company will promptly give written
notice of the proposed registration to all other Holders of Registrable
Securities, and, as soon as practicable thereafter, effect the registration of
all or such portion of such Holder’s or Holders’ Registrable Securities as are
specified in such request, together with all or such portion of the Registrable
Securities or other securities of the Company, if any, of any other Holder or
Holders joining in such request as are specified in a written request given
within fifteen (15) days after receipt of such written notice from the
Company; provided, however, that the Company shall not be obligated to effect
any such registration pursuant to this Section 2.3 if (i) Form S-3
is not available for such offering, or (ii) the Holders of the Registrable
Securities, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to the
public of less than $1,000,000. Registrations effected pursuant to this Section 2.3
shall be counted as Demand Registrations effected pursuant to Section 2.1.


 


3. 
REGISTRATION PROCEDURES.


 


3.1  Filings; Information.  Whenever the Company is required to effect
the registration of any Registrable Securities pursuant to Section 2, the
Company shall use its commercially reasonable efforts to effect the
registration and sale of such Registrable Securities in accordance with the
intended method(s) of distribution thereof as expeditiously as
practicable, and otherwise in compliance with this Section 3.


 


3.1.1  Timeframe for Filing Registration Statement.The Company shall, as
expeditiously as possible and in any event within sixty (60) days after
receipt of a request for a Demand


 


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Registration pursuant to Section 2.1, prepare and file with the
Commission a Registration Statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which
form shall be available for the sale of all Registrable Securities to be
registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use its commercially reasonable efforts to
cause such Registration Statement to become and remain effective for the period
required by Section 3.1.3; provided, however, that the Company shall have
the right to defer any Demand Registration for (i) up to forty-five
(45) days, and any Piggy-Back Registration for such period as may be
applicable to deferment of any Demand Registration to which such Piggy-Back
Registration relates, in each case if the Company shall furnish to the Holders
a certificate signed by the Chief Executive Officer or Vice Chairman of the
Company stating that, in the good faith judgment of the Board of Directors of
the Company, it would be materially detrimental to the Company and its
stockholders for such Registration Statement to be effected at such time, or (ii) for
up to ninety (90) days if a demand has been made within the timeframe
commencing on a date which is thirty (30) days prior to the end of the
Company’s fiscal year end and ending on a date which is forty-five
(45) days after the end of the Company’s fiscal year end; provided
further, however, that the Company shall not have the right to exercise the right
to delay any filing more than once in any 365-day period in respect of a Demand
Registration hereunder.


 


3.1.2  Copies. 
The Company shall, prior to filing a Registration Statement or
prospectus, or any amendment or supplement thereto, furnish without charge to
the Holders of Registrable Securities included in such registration, and such
Holders’ legal counsel, copies of such Registration Statement as proposed to be
filed, each amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such Registration Statement (including
each preliminary prospectus), and such other documents as the Holders of
Registrable Securities included in such registration or legal counsel for any
such Holders may request in order to facilitate the disposition of the
Registrable Securities owned by such Holders.


 


3.1.3  Amendments and Supplements.  The Company shall prepare and file with the
Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all
Registrable Securities and other securities covered by such Registration
Statement have been disposed of in accordance with the intended method(s) of
distribution set forth in such Registration Statement (which period shall not
exceed the sum of one hundred eighty (180) days plus any period during
which any such disposition is interfered with by any stop order or injunction
of the Commission or any governmental agency or court) or such securities have
been withdrawn.


 


3.1.4  Notification.  After the filing of a Registration Statement,
the Company shall promptly, and in no event more than five (5) business
days after such filing, notify the Holders of Registrable Securities included
in such Registration Statement of such filing, and shall further notify such
Holders promptly and confirm such advice in writing in all events within three (3) business
days of the occurrence of any of the following: (i) when such Registration
Statement becomes effective; (ii) when any post-effective amendment to
such Registration Statement becomes effective; (iii) the issuance or
threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove
it if entered); and (iv) any request by the Commission for any amendment
or supplement to such Registration Statement or any prospectus relating thereto


 


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or for additional information or of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of the securities covered by
such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
promptly make available to the Holders of Registrable Securities included in
such Registration Statement any such supplement or amendment; except that
before filing with the Commission a Registration Statement or prospectus or any
amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the Holders of Registrable Securities included in
such Registration Statement and to the legal counsel for any such Holders,
copies of all such documents proposed to be filed sufficiently in advance of
filing to provide such Holders and legal counsel with a reasonable opportunity
to review such documents and comment thereon, and the Company shall not file
any Registration Statement or prospectus or amendment or supplement thereto,
including documents incorporated by reference, to which such Holders or their
legal counsel shall object.


 


3.1.5  State Securities Laws Compliance.  The Company shall use its commercially
reasonable efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws
of such jurisdictions in the United States as the Holders of Registrable
Securities included in such Registration Statement (in light of their intended
plan of distribution) may request and (ii) take such action necessary to
cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other Governmental Authorities as may be
necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be necessary or advisable to enable the
Holders of Registrable Securities included in such Registration Statement to
consummate the disposition of such Registrable Securities in such
jurisdictions; provided, however, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph or subject itself to
taxation in any such jurisdiction.


 


3.1.6  Agreements for Disposition.  The Company shall enter into customary
agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities. The
representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the
extent applicable, shall also be made to and for the benefit of the Holders of
Registrable Securities included in such registration statement. No Holder of
Registrable Securities included in such registration statement shall be
required to make any representations or warranties in the underwriting
agreement except, if applicable, with respect to such Holder’s organization,
good standing, authority, title to Registrable Securities, lack of conflict of
such sale with such Holder’s material agreements and organizational documents,
and with respect to written information relating to such Holder that such
Holder has furnished in writing expressly for inclusion in such Registration
Statement. Holders of Registrable Securities shall agree to such covenants and
indemnification and contribution obligations for selling stockholders as are
customarily contained in agreements of that type. Further, such holders shall
cooperate fully in the preparation of the registration statement and other
documents relating to any offering in which they include securities pursuant to
Section 2 hereof; provided, however, that such cooperation shall be
limited to furnishing to the Company such information regarding itself, the Registrable
Securities held by such holder and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of the
Registrable Securities.


 


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3.1.7  Cooperation.  The principal executive officer of the
Company, the principal financial officer of the Company, the principal
accounting officer of the Company and all other officers and members of the
management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the
preparation of the Registration Statement with respect to such offering and all
other offering materials and related documents, and participation in meetings
with Underwriters, attorneys, accountants and potential investors.


 


3.1.8  Records. 
The Company shall make available for inspection by the Holders of
Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and
any attorney, accountant or other professional retained by any Holder of
Registrable Securities included in such Registration Statement or any
Underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information requested by any of them in connection
with such Registration Statement.


 


3.1.9  Opinions and Comfort Letters.  The Company shall furnish to each Holder of
Registrable Securities included in any Registration Statement a signed
counterpart, addressed to such Holder, of (i) any opinion of counsel to
the Company delivered to any Underwriter and (ii) any comfort letter from
the Company’s independent public accountants delivered to any Underwriter. In
the event no legal opinion is delivered to any Underwriter, the Company shall
furnish to each Holder of Registrable Securities included in such Registration
Statement, at any time that such Holder elects to use a prospectus, an opinion
of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order
is in effect.


 


3.1.10 
Earnings Statement.  The Company shall comply with all applicable rules and
regulations of the Commission and the Securities Act, and make available to its
stockholders, as soon as practicable, an earnings statement covering a period
of twelve (12) months, beginning within three (3) months after the
effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.


 


3.1.11 
Listing.  The Company shall use its commercially
reasonable efforts to cause all Registrable Securities included in any
registration to be listed on such exchanges or otherwise designated for trading
in the same manner as similar securities issued by the Company are then listed
or designated or, if no such similar securities are then listed or designated,
in a manner satisfactory to F3 Capital and its affiliates who collectively own
a majority of the Registrable Securities included in such registration.


 


3.2  Obligation to Suspend Distribution.  Upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.3
hereof, upon any suspension by the Company,
pursuant to a written insider trading compliance program adopted by the Company’s
Board of Directors, of the ability of all “insiders” covered by such program to
transact in the Company’s securities because of the existence of material
non-public information, each Holder of Registrable Securities included in any
registration shall immediately discontinue disposition of such Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such Holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability
of “insiders” to transact in the Company’s securities is removed, as
applicable, and, if so directed by the Company, each such Holder will deliver
to the Company all 


 


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copies, other than permanent file copies then in such Holder’s
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.


 


3.3  Registration Expenses.  The Company shall bear all costs and expenses
incurred in connection with any Demand Registration pursuant to Section 2.1,
any Piggy-Back Registration pursuant to Section 2.2, and any registration
on Form S-3 effected pursuant to Section 2.3, and all expenses
incurred in performing or complying with its other obligations under this
Agreement, whether or not the Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees; (ii) fees
and expenses of compliance with securities or “blue sky” laws (including fees
and disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities); (iii) printing expenses; (iv) the fees and
expenses incurred in connection with the listing of the Registrable Securities
as required by Section 3.1.11; (v) National Association of Securities
Dealers, Inc. filing fees; (vi) fees and disbursements of counsel for
the Company and fees and expenses for independent certified public accountants
retained by the Company (including the expenses or costs associated with the
delivery of any opinions or comfort letters requested pursuant to Section 3.1.9);
(vii) the fees and expenses of any special experts retained by the Company
in connection with such registration; (viii) in the case of a Demand
Registration or a registration on Form S-3, the fees and expenses of any
legal counsel selected by F3 Capital and its affiliates; and (ix) in the
case of a Piggy-Back Registration, the fees and expenses of one legal counsel
selected by all of the holders of the securities included in the Registration
Statement who are participating on a piggy-back basis. The Company shall have
no obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the Holders thereof,
which underwriting discounts or selling commissions shall be borne by such
Holders. Additionally, in an underwritten offering, all selling stockholders
and the Company shall bear the expenses of the underwriter pro rata in
proportion to the respective amount of shares each is selling in such offering.


 


3.4  Information.  The Holders of Registrable Securities shall
provide such information as may reasonably be requested by the Company, or the
managing Underwriter, if any, in connection with the preparation of any
Registration Statement, including amendments and supplements thereto, in order
to effect the registration of any Registrable Securities under the Securities
Act pursuant to Section 2 and in connection with the Company’s obligation
to comply with federal and applicable state securities laws. In the event that
a Holder does not provide any requested information to the Company at least
48 hours prior to the filing of any Registration Statement, then the
Company may remove such declining Holder from the Registration Statement
without penalty or being deemed in violation of this Agreement.


 


4. 
INDEMNIFICATION AND CONTRIBUTION.


 


4.1  Indemnification by the Company.  The Company agrees to indemnify and hold
harmless F3 Capital, and each of its respective officers, employees,
affiliates, directors, partners, members, attorneys and agents, and each
person, if any, who controls F3 Capital (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) (each, a “F3 Capital Indemnified Party”),
from and against any expenses, losses, judgments, claims, damages or
liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was
registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or
any amendment or supplement to such Registration Statement, or arising out of
or based upon any omission (or alleged omission) to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or any rule or
regulation promulgated thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration; and the


 


9
















 


Company
shall promptly reimburse the F3 Capital Indemnified Party for any legal and any
other expenses reasonably incurred by such F3 Capital Indemnified Party in
connection with investigating and defending any such expense, loss, judgment,
claim, damage, liability or action; provided, however, that the Company will
not be liable to F3 Capital in any such case to the extent that any such
expense, loss, claim, damage or liability arises out of or is based upon any
untrue statement or allegedly untrue statement or omission or alleged omission
made in such Registration Statement, preliminary prospectus, final prospectus,
or summary prospectus, or any such amendment or supplement, in reliance upon
and in conformity with information furnished to the Company, in writing, by F3
Capital. The Company also shall indemnify any Underwriter of the Registrable
Securities, their officers, affiliates, directors, partners, members and agents
and each person who controls such Underwriter on substantially the same basis
as that of the indemnification provided above in this Section 4.1.


 


4.2  Indemnification
by Holders of Registrable Securities.  Each selling Holder of Registrable Securities
will, in the event that any registration is being effected under the Securities
Act pursuant to this Agreement of any Registrable Securities held by such
selling Holder, indemnify and hold harmless the Company, each of its directors
and officers and each underwriter (if any), and each other selling Holder and
each other person, if any, who controls another selling Holder or such
underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as
such losses, claims, judgments, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or allegedly
untrue statement of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or the alleged omission to state a material fact required to be stated
therein or necessary to make the statement therein not misleading, if the
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling Holder, and shall
reimburse the Company, its directors and officers, and each other selling
Holder or controlling person for any legal or other expenses reasonably
incurred by any of them in connection with investigation or defending any such
loss, claim, damage, liability or action. Each selling Holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to
the amount of any net proceeds actually received by such selling Holder.


 


4.3  Conduct of
Indemnification Proceedings. 
Promptly after receipt by any person of any notice of any loss, claim,
damage or liability or any action in respect of which indemnity may be sought
pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for
indemnification hereunder, notify such other person (the “Indemnifying Party”)
in writing of the loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying
Party shall not relieve the Indemnifying Party from any liability which the
Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such
failure. If the Indemnified Party is seeking indemnification with respect to
any claim or action brought against the Indemnified Party, then the
Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties,
to assume control of the defense thereof with counsel satisfactory to the
Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such claim or action,
the Indemnifying Party shall not be liable to the Indemnified Party for any
legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof other than reasonable costs of
investigation; provided, however, that in any action in which both the
Indemnified Party and the Indemnifying Party are named as defendants, the
Indemnified Party shall have the right to employ 


 


10

















 


separate counsel (but no
more than one such separate counsel) to represent the Indemnified Party and its
controlling persons who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, with the fees and expenses of such counsel to be paid by
such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, consent to entry of judgment or effect any settlement of any claim or
pending or threatened proceeding in respect of which the Indemnified Party is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such judgment or settlement includes an
unconditional release of such Indemnified Party from all liability arising out
of such claim or proceeding.


 


4.4  Contribution.


 


4.4.1  If the indemnification provided for in the foregoing
Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in
respect of any loss, claim, damage, liability or action referred to herein,
then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and
the Indemnifying Parties in connection with the actions or omissions which
resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party
and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by such Indemnified Party or such Indemnifying Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


4.4.2  The parties hereto agree that it would not be
just and equitable if
contribution pursuant to this Section 4.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding Section


 


4.4.3  The amount paid or payable by an Indemnified
Party as a result of any loss, claim, damage, liability or action referred to
in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 4.4, no Holder of
Registrable Securities shall be required to contribute any amount in excess of
the dollar amount of the net proceeds (after payment of any underwriting fees,
discounts, commissions or taxes) actually received by such Holder from the sale
of Registrable Securities which gave rise to such contribution obligation. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.


 


5.  UNDERWRITING
AND DISTRIBUTION.


 


5.1  Rule 144.  The Company covenants that it shall file any
reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the Holders of Registrable Securities
may reasonably request, all to the extent required from time to time to enable
such Holders to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144
under the Securities Act, as such 


 


11

















 


Rules may be amended
from time to time, or any similar Rule or regulation hereafter adopted by
the Commission.


 


6.  MISCELLANEOUS.


 


6.1  Other
Registration Rights.  Except
with respect to those securities issued in exchange for securities issued in
connection with Vantage Energy Services, Inc.’s initial public offering in
May 2007, or as otherwise disclosed in the Company’s IPO prospectus, the
Company represents and warrants that no person, other than a Holder of the
Registrable Securities, has any right to require the Company to register any
shares of the Company’s capital stock for sale or to include shares of the
Company’s capital stock in any registration filed by the Company for the sale
of shares of capital stock for its own account or for the account of any other
person.


 


6.2  Assignment;
No Third Party Beneficiaries. 
This Agreement and the rights, duties and obligations of the Company and
F3 Capital hereunder may not be assigned or delegated by either the Company or
F3 Capital in whole or in part. This Agreement and the provisions hereof shall
be binding upon and shall inure to the benefit of each of the parties and their
successors. This Agreement is not intended to confer any rights or benefits on
any persons that are not party hereto other than as expressly set forth in Article 4
and this Section 6.2.


 


6.3  Notices.  All notices, demands, requests, consents,
approvals or other communications (collectively, “Notices”) required or permitted to be
given hereunder or which are given with respect to this Agreement shall be in
writing and shall be personally served, delivered by reputable air courier
service with charges prepaid, or transmitted by hand delivery, telegram, telex
or facsimile, addressed as set forth below, or to such other address as such
party shall have specified most recently by written notice. Notice shall be
deemed given on the date of service or transmission if personally served or
transmitted by telegram, telex or facsimile; provided, that if such service or
transmission is not on a business day or is after normal business hours, then
such notice shall be deemed given on the next business day. Notice otherwise
sent as provided herein shall be deemed given on the next business day
following timely delivery of such notice to a reputable air courier service
with an order for next-day delivery.


 


To the Company:


 


Vantage Drilling Company

c/o Vantage Energy Services, Inc.

777 Post Oak Blvd., Suite 610

Houston, Texas 77056

Attention: Chief Executive Officer

Fax: (713) 781-9655


 


with a copy to:


 


Porter & Hedges LLP


1000 Main Street, 36th Floor


Houston, Texas 77002


Attn: Bryan Brown, Esq.


 


12

















 


And


 


Maples and Calder

c/o M&C Corporate Services Limited

PO Box 309GT, Ugland House

South Church Street, George Town

Grand Cayman, Cayman Islands

Attn: Matthew Gardner, Esq.


 


To F3 Capital:

8th No 126 Jianguo North Road

Taipei 104, Taiwan


 


6.4  Severability.  This Agreement shall be deemed severable, and
the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a
part of this Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible that is valid and enforceable.


 


6.5  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.


 


6.6  Entire
Agreement.  This Agreement
(including all agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions between the parties, whether oral
or written.


 


6.7  Modifications
and Amendments.  No amendment,
modification or termination of this Agreement shall be binding upon any party
unless executed in writing by such party.


 


6.8  Titles and
Headings.  Titles and headings
of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.


 


6.9  Waivers and
Extensions.  Any party to this
Agreement may waive any right, breach or default which such party has the right
to waive, provided that such waiver will not be effective against the waiving
party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has
arisen or the breach or default waived has occurred. Any waiver may be
conditional. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained. No waiver or
extension of time for performance of any obligations or acts shall be deemed a
waiver or extension of the time for performance of any other obligations or
acts.


 


6.10  Remedies
Cumulative.  In the event that
the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, F3 Capital may proceed to protect and
enforce its rights by suit in equity or action at law, whether for specific
performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power
granted in this Agreement or to enforce any other legal or equitable right, or
to take any one or more of such actions, without being required to post a bond.
None of the rights, powers or remedies conferred under this Agreement shall be
mutually exclusive, and each such right, power or remedy shall be cumulative
and in addition to 


 


13

















 


any other right, power or
remedy, whether conferred by this Agreement or now or hereafter available at
law, in equity, by statute or otherwise.


 


6.11  Governing Law.  This Agreement shall be governed by,
interpreted under, and construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed within the
State of New York, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other
jurisdiction.


 


6.12  Waiver of
Trial by Jury.  Each party
hereby irrevocably and unconditionally waives the right to a trial by jury in
any action, suit, counterclaim or other proceeding (whether based on contract,
tort or otherwise) arising out of, connected with or relating to this
Agreement, the transactions contemplated hereby, or the actions of F3 Capital
in the negotiation, administration, performance or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


14

















 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly
authorized representatives as of the date first written above.


 


	
   

  	
  VANTAGE DRILLING COMPANY

  
	
   

  	
   

  
	
   

  	
  /s/ Paul A. Bragg

  
	
   

  	
  By:

  	
  Paul A. Bragg

  
	
   

  	
  Title:

  	
  Director, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  F3 CAPITAL

  
	
   

  	
  /s/ Hsin Chi Su

  
	
   

  	
  By: 

  	
  Hsin Chi Su

  
	
   

  	
  Title:

  	
  President

  
					



 


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