ex10_1.htm


    
      

    

    Exhibit
10.1

       

      SUBSCRIPTION
AGREEMENT

       

      This
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as
of January 9, 2009 (the “Closing Date”), is
made by and between Vantage Drilling Company, a Cayman Islands exempted company
(the “Company”), and F3
Capital, a Cayman Islands exempted company, (the “Purchaser”).

       

      W I T N E S S E T
H

       

      WHEREAS,
by that Contract for the Construction and Sale of one Deepwater Drillship (Hull
#3601, hereinafter referred to as the “Platinum Explorer”)
by and between Mandarin Drilling Corporation (“Mandarin”), as Buyer,
and Daewoo Shipbuilding and Marine Engineering Company Ltd. dated September 13,
2007, Mandarin owns the Platinum Explorer.

       

      WHEREAS,
by that certain Sale Share and Purchase Agreement (the “Purchase Agreement”)
dated November 13, 2008 by and between Purchaser and Vantage Deepwater Company,
a Cayman Islands exempted company and a wholly owned subsidiary of the Company
(“Deepwater”),
Deepwater agreed to purchase 45% of the outstanding capital shares of Mandarin
for aggregate consideration of USD$189,750,000.

       

      WHEREAS,
by that certain Shareholder Agreement to be entered into by and between
Purchaser and Deepwater (the “Shareholder
Agreement”) as a condition to the closing of the Purchase Agreement,
Mandarin has the obligation to post a bond in the amount of approximately
USD$17,300,000 as a performance guaranty in connection with that certain Oil and
Natural Gas Company of India Tender #MR/DS/MM/CT/DW – 7500/26(A)/2008/P46JC08001
(the “Performance
Bond”).

       

      WHEREAS,
the Shareholder Agreement requires that Purchaser fund 55% of the USD$17,300,000
cash collateral required for the Performance Bond and that Deepwater fund 45% of
the USD$17,300,000 cash collateral required for the Performance
Bond.

       

      WHEREAS,
in order for Deepwater to raise the proceeds necessary to fund its 45% portion
of the USD$17,300,000 cash collateral requirement for the Performance Bond,
Purchaser and the Company desire to consummate a private placement of ordinary
shares of the Company.

       

      WHEREAS,
upon the terms and subject to the conditions hereinafter set forth, the Company
desires to issue and sell to Purchaser the Company’s ordinary shares, par value
USD$0.001 per share (the “Purchased Shares”),
and Purchaser desires to subscribe for and purchase the Purchased Shares from
the Company; and

       

      NOW,
THEREFORE, for and in consideration of the foregoing and the respective
representations, warranties, covenants, and agreements hereinafter set forth,
the parties hereto hereby agree as follows:

       

      
        
           


        

        
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      ARTICLE
I

      PURCHASE
AND SALE OF PURCHASED SHARES

       

      1.1           Purchase and Sale of Purchased
Shares.  Subject
to the terms and conditions hereof, effective as of the Closing Date, Purchaser
hereby irrevocably subscribes for and purchases from the Company, and the
Company hereby issues and sells to Purchaser, the Purchased Shares.

       

      1.2           Amount and Form of
Consideration.  The
total consideration to be paid by Purchaser to the Company in consideration of
the issue and sale of the Purchased Shares shall be Eight Million dollars
(USD$8,000,000 (the “Purchase
Price”).  The number of Purchased Shares to be issued by the
Company to the Purchaser will be determined by dividing (a) the Purchase Price
by (b) the greater of (i) USD$0.80 or (ii) the average of the closing price for
the Company’s ordinary shares for the five (5) trading days preceding the
Closing Date.  Purchaser shall pay for the Purchased Shares in cash by
wire transfer of immediately available funds on the Closing Date.

       

      1.3           The
Closing Date shall be January 9, 2009.

       

      ARTICLE
II

      REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

       

      Purchaser
hereby represents and warrants to, and covenants and agrees with, the Company as
follows:

       

      2.1           Authorization;
Enforceability.

       

      (a)           The
execution, delivery and performance by Purchaser of this Agreement are within
Purchaser’s lawful powers and have been duly authorized by the board of
directors, board of managers, general partner, managing member or other
applicable governing body of Purchaser, and no other corporate or company action
on the part of Purchaser is necessary to authorize this Agreement.

       

      (b)           The
execution and delivery by Purchaser of this Agreement and Purchaser’s
performance of its obligations under this Agreement (i) are within its
corporate, company or partnership power, (ii) have been duly authorized by all
necessary corporate, company or partnership action, (iii) do not require action
by, or filing with, any governmental authority or any action by any other Person
(other than any action
taken or filing made on or before the Closing Date), (iv) do not violate any
provision of Purchaser’s organizational documents, (v) do not violate any
material provision of law or any order of any governmental authority, in each
case applicable to Purchaser, (f) do not violate, or constitute a breach of, any
agreements to which it is a party (and no default exists on the part of
Purchaser under any agreement to which it is a party), and (g) will not result
in the creation or imposition of any lien, security interest or encumbrance on
any asset of Purchaser.

       

      (c)           This
Agreement has been duly executed and delivered by Purchaser and (assuming the
due authorization, execution, and delivery by the Company) this Agreement
constitutes the legal, valid, and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, and similar laws affecting
creditors’ rights generally and by general principles of equity (whether
considered in a proceeding in equity or at law), and except to the extent the
indemnification provisions contained herein may be limited by applicable federal
or state securities laws.

       

      
        
           


        

        
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      2.2           Securities
Matters.  Purchaser
understands and acknowledges that:

       

      (a)           the
Purchased Shares (i) and the offering relating to the Purchased Shares have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”) or
any state securities laws, (ii) based in part upon the representations made by
Purchaser in this Agreement, will be issued in reliance upon an exemption from
the registration and prospectus delivery requirements of the Securities Act
pursuant to Section 4(2) and/or Regulation D thereof, (iii) will be issued in
reliance upon exemptions from the registration and prospectus delivery
requirements of state securities laws which relate to private offerings, and
(iv) will not have the protection of Section 11 of the Securities
Act;

       

      (b)           Purchaser
must therefore bear the economic risk of such investment indefinitely unless a
subsequent disposition thereof is registered under the Securities Act and
applicable state securities laws or is exempt therefrom;

       

      (c)           such
exemptions depend upon, among other things, the bona fide nature of the
investment intent of Purchaser expressed herein;

       

      (d)           the
Purchased Shares (i) are “Restricted Securities” within the meaning of Rule 144
under the Securities Act, (ii) are subject to restrictions on transferability
and resale and (iii) may not be transferred or resold except as permitted under
the Securities Act and applicable state securities laws, pursuant to
registration or exemption therefrom;

       

      (e)           any
transfer of participations in the Purchased Shares or any arrangement for an
economic interest in the Purchased Shares to be held or owned by anyone other
than Purchaser will constitute a violation of these representations and will be
null and void; and

       

      (f)         
  Purchaser will not sell or transfer the Purchased Shares
unless:

       

      (1)           there
is then in effect a registration statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with such
registration statement; or

       

      (2)           Purchaser
shall have notified the Company of the proposed disposition and, upon the
Company’s request, shall have furnished the Company with an opinion of counsel,
which opinion and counsel both are satisfactory to the Company, that such
disposition is exempt from registration of such Purchased Shares under the
Securities Act or any applicable state, foreign or other securities
laws.

       

      
        
           


        

        
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      2.3           Investment
Intent.  Purchaser
is acquiring the Purchased Shares for Purchaser’s own account for investment,
and not with a view to any distribution, resale, subdivision or
fractionalization thereof in violation of the Securities Act or any other
applicable domestic or foreign securities law, and Purchaser has no present
plans to enter into any contract, undertaking, agreement or arrangement for any
such distribution, resale, subdivision or fractionalization.

       

      2.4           Investment
Experience.  Purchaser
is experienced in evaluating and investing in securities and acknowledges that
Purchaser (a) is able to fend for himself, herself or itself, as applicable, (b)
can bear the economic risk of Purchaser’s investment in the Company, and (c) has
such knowledge and experience in financial and business matters that Purchaser
is capable of evaluating the merits and risks of the investment in the Purchased
Shares.  To the extent deemed necessary by Purchaser, Purchaser has
retained, at his, her or its own expense, and relied on, appropriate
professional advice regarding the investment, tax and legal merits and
consequences of purchasing and owning the Purchased Shares.  Purchaser
acknowledges that there has never been any representation, guarantee or warranty
made by the Company or any officer, director, employee, agent or representative
of the Company, expressly or by implication, as to (a) the approximate or exact
length of time that Purchaser will be required to remain an owner of the
Purchased Shares, (b) the percentage of profit and/or amount of or type of
consideration, profit or loss to be realized, if any, as a result of this
investment; or (c) that the limited past performance (if any) or experience on
the part of the Company, or any future expectations will in any way indicate the
predictable results of the ownership of the Purchased Shares or of the overall
financial performance of the Company.

       

      2.5           Information and
Access.  Through
his service as a director of the Company, Hsin-Chi Su, the sole owner of the
Purchaser is (i) familiar with the Company’s financial condition, operating
results and prospects and (ii) able to make a complete and informed evaluation
of the Purchaser’s investment in the Company.

       

      2.6           Accredited
Investor.  Purchaser
is an Accredited Investor, as such term is defined in Rule 501(a) under
Regulation D of the Securities Act.

       

      2.7           No Brokerage
Fees.  Purchaser
has not incurred and will not incur, directly or indirectly, any liability for
brokerage or finders’ fees or agents’ commissions or any similar charges in
connection with this Agreement or any transaction contemplated
hereby.

       

      2.8           Illiquidity;
Risk.  Purchaser
understands that (a) substantial restrictions will exist on transferability of
the Purchased Shares, (b) Purchaser may not be able to liquidate Purchaser’s
investment in the Company, (c) any certificates or other instruments
representing Purchased Shares in the Company will bear legends restricting the
transfer thereof, and (d) Purchaser’s investment in the Company entails a very
high degree of risk.

       

      2.9           Address.  The
address set forth on Purchaser’s signature page to this Agreement is the correct
address of Purchaser’s residence or principal place of business, and Purchaser
has no present intention of moving such residence or principal place of business
to any other domestic or foreign jurisdiction.

       

      
        
           


        

        
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      2.10        
Reliance.  Purchaser
makes the foregoing representations and warranties with the intent that the
Company and its counsel rely upon them in determining Purchaser’s suitability as
an investor and in establishing an exemption from registration under the
Securities Act and state securities laws for sale of the Purchased Shares to
Purchaser, and Purchaser understands that any inaccuracy of any of its
representations and warranties herein could affect the Company’s ability to
establish an exemption.  Purchaser will not take any position
inconsistent with any of its representations and
warranties.  Purchaser hereby agrees that such representations and
warranties shall survive its purchase of the Purchased Shares.

       

      2.11         Exchange
Listing.  The Company shall  promptly use its
reasonable best efforts to cause the Purchased Shares to be approved for listing
on the American Stock Exchange, subject to official notice of issuance, as
promptly as practicable.

       

      2.12         Legend.  The
Purchaser agrees that all certificates or other instruments representing the
Purchased Shares will bear a legend substantially to the following
effect:

       

      THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  WITHOUT SUCH
REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO VANTAGE DRILLING COMPANY (THE
“COMPANY”) OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY
OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR ANY RULE OR
REGULATION PROMULGATED THEREUNDER.

       

      2.13         Post-Closing Covenants of
Purchaser.  Purchaser covenants and agrees to take all actions
required by Purchaser to consummate the initial closing (as defined in the
Purchase Agreement) contemplated by Section 4.1 of the Purchase Agreement by
5:00 p.m. (Houston time) on January 16, 2009 (the “Initial Closing”),
including but not limited to the execution of the Shareholders’ Agreement (as
defined in the Purchase Agreement).  If the Purchaser breaches its
post-closing covenant for the Initial Closing, the Company, at its option, may
terminate this Agreement and the Purchaser shall immediately return certificates
representing the Purchased Shares to Company.

       

      ARTICLE
III

      MISCELLANEOUS

       

      3.1       
   Survival;
Indemnification.  All
representations, warranties and covenants contained in this Agreement and the
indemnification contained in this Section 3.1 shall survive the execution and
delivery of this Agreement by the parties hereto.  Purchaser
acknowledges and understands the meaning and legal consequences of the
representations, warranties and covenants in Article II hereof and that the
Company has relied upon such representations, warranties and covenants in
determining Purchaser’s qualification and suitability to purchase the Purchased
Shares.  Purchaser hereby agrees to indemnify, defend and hold
harmless the Company and its officers, directors, employees, agents and
controlling persons from and against any and all losses, claims, damages,
liabilities, expenses (including attorneys’ fees and disbursements), judgments
or amounts paid in settlement of actions arising out of or resulting from the
untruth of any representation of Purchaser herein or the breach of any warranty
or covenant herein by Purchaser.  Notwithstanding the foregoing,
however, no representation, warranty, covenant or acknowledgment made herein by
Purchaser shall in any manner be deemed to constitute a waiver of any rights
granted to it under the Securities Act or state securities laws.

       

      
        
           


        

        
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      3.2           Notices.  Any
notice, request, demand, or other communication required by or permitted to be
given in connection with this Agreement shall be in writing, except as expressly
otherwise permitted herein, and shall be delivered in person, sent by first
class mail (postage prepaid and certified or registered, with return receipt
requested), sent by telefacsimile or similar means of communication, or
delivered by a courier service (charges prepaid), to the respective party at its
address as set forth on the signature page hereof.  Each party may
change its address by notifying each other party of such change in accordance
with the provisions of this Section 3.2.  Any such notice,
request, demand, or other communication shall be deemed to be given (a) when
received, if personally delivered; (b) if mailed, on the third business day
after it is deposited in the United States mail, properly addressed, with proper
postage affixed; (c) if sent by telefacsimile or similar device, when
electronically confirmed (provided that if electronic confirmation is on other
than a business day, then on the first business day following electronic
confirmation); and (d) if sent by overnight courier, 24 hours after delivery to
such courier service.

       

      3.3           Entire
Agreement.  This
Agreement is, and is intended as, a complete statement of all of the terms and
the arrangements between the parties hereto with respect to the matters provided
for herein, and this Agreement supersedes any previous agreements and
understandings between the parties hereto with respect to those
matters.

       

      3.4           Governing
Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
ENGLAND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

       

      3.5           Binding Effect; No
Assignment.  This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.  Nothing in this
Agreement shall create or be deemed to create any third party beneficiary rights
in any person not party to this Agreement.  No assignment of this
Agreement or of any rights or obligations hereunder may be made by any party (by
operation of law or otherwise) without the prior written consent of the other
party hereto and any attempted assignment without such required consent shall be
void.

       

      
        
           


        

        
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      3.6           Amendments.  This
Agreement may be amended, supplemented or modified, and any provision hereof may
be waived, only pursuant to a written instrument making specific reference to
this Agreement signed by each of the parties hereto.

       

      3.7           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  Each party hereto acknowledges the effectiveness of, and
agrees to accept, facsimile signatures of any other party hereto for purposes of
executing this Agreement; provided, however, that if
Purchaser executes this Agreement by facsimile signature, Purchaser shall
provide the Company with such number of original signature pages as the Company
may specify as soon as is practicable following a request for the same by the
Company.

       

      3.8           Severability.  The
invalidity of any one or more provisions of this Agreement or any instrument
given in connection herewith shall not affect the remaining provisions of this
Agreement or any other agreement or instrument, all of which are used subject to
the condition of their being held valid at law; in the event that one or more of
the provisions of this Agreement should be invalid, or should operate to render
this Agreement or any other agreement or instrument invalid, this Agreement and
such other agreements and instruments shall be construed as if such invalid
provisions had not been included in this Agreement.

       

      3.9           Counsel to the
Company.  Purchaser
hereby acknowledges that the Company and its counsel, Porter & Hedges,
L.L.P., represent the interests of the Company and not those of Purchaser in any
agreement (including this Agreement) to which Purchaser or the Company is a
party.

       

      3.10         Use of
Proceeds.  Purchaser
understands and acknowledges that the proceeds from the sale of the Purchased
Shares hereunder will be used (a) first to fund Deepwater’s pro-rata portion of
the Performance Bond and (b) thereafter for general corporate
purposes.

       

      [Signatures
Appear on the Following Page]


      
        
           


        

        
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      IN
WITNESS WHEREOF, the Company and Purchaser have executed this Subscription
Agreement as of the date first above written.

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 
      	
                                                                COMPANY:

                                                              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                VANTAGE
      DRILLING COMPANY,

                                                              
	 
      	
                                                                a
      Cayman Islands exempted company

                                                              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                By:

                                                              	
                                                                /s/ Paul
      A. Bragg

                                                              
	 
      	
                                                                Name:

                                                              	
                                                                Paul
      A. Bragg

                                                              
	 
      	
                                                                Title:

                                                              	
                                                                Chairman
      and Chief Executive Officer

                                                              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                Address:

                                                              	
                                                                777
      Post Oak Blvd, Ste 610

                                                              
	 
      	 
      	 
      	
                                                                Houston,
      Texas 77056

                                                              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                PURCHASER:

                                                              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                F3
      CAPITAL,

                                                              
	 
      	
                                                                a
      Cayman Islands exempted company

                                                              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                By:

                                                              	
                                                                /s/ Hsin
      Chi Su

                                                              
	 
      	
                                                                Name:

                                                              	
                                                                Hsin
      Chi Su

                                                              
	 
      	
                                                                Title:

                                                              	
                                                                President

                                                              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                Address:

                                                              	 
      
	 
      	 
      	 
      	 
      


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

         

        [Signature
Page to Subscription Agreement - F3 Capital]