ex10_1.htm


    
      

    

    Exhibit 10.1

     

    DATED NOVEMBER 18,
2008

     

    


    F3
CAPITAL

    


    and

    


    VANTAGE
DEEPWATER COMPANY


    


    _________________________________________________

    


    SHARE
SALE AND PURCHASE AGREEMENT

    relating
to

    MANDARIN
DRILLING CORPORATION

    _________________________________________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT is dated
November 18, 2008

    


    BETWEEN:

    


    
      	
              (1)

            	
              F3 CAPITAL, a company
      organised and existing under the laws of the Cayman Islands having its
      registered office at c/o Campbell Corporate Services Limited, Scotia
      Centre, PO Box 268, Grand Cayman KY1-1104, Cayman Islands (the “Seller”);
      and

            


    

    


    
      	
              (2)

            	
              VANTAGE DEEPWATER
      COMPANY, a company organised and existing under the laws of the
      Cayman Islands, having its registered office at PO Box 309, Ugland House,
      Grand Cayman KY1-1104, Cayman Islands (the “Buyer”)

            


    

    


    (together
the “Parties” and each
individually a “Party”)

    


    WHEREAS:

    


    
      	
              (A)

            	
              The
      Company (as defined below) entered into a shipbuilding contract dated 13
      September 2007 (the “Shipbuilding Contract”)
      with Daewoo Shipbuilding & Marine Engineering Co., Ltd. (the “Builder”) in respect of
      the construction of one (1) drillship having hull number 3601 (the “Vessel”);

            


    

    


    
      	
              (B)

            	
              By
      a purchase agreement dated as of 24 March 2008 (the “Purchase Agreement”) the
      Company has agreed to sell the Vessel to Offshore Group Investment Limited
      (“OGIL”), a
      company organised and existing under the laws of the Cayman Islands and an
      affiliate of the Buyer;

            


    

    


    
      	
              (C)

            	
              The
      Seller and the Buyer have agreed terms which are set out below for the
      sale and purchase of the Sale Shares (as defined below) of the Company and
      for the termination of the Purchase
Agreement.

            


    

    


    NOW
IT IS HEREBY AGREED AS FOLLOWS:

    


    
      	
              1

            	
              DEFINITIONS

            


    

    


    
      	
              1.1

            	
              In
      this Agreement, unless the context otherwise
  requires:

            


    

    


    “Closing” means closing of the
sale and purchase of the Sale Shares in accordance with this agreement and the
satisfaction of all conditions contained herein.

    


    “Closing Date” means the date
of the initial Closing and each subsequent Closing.

    


    “Company” means Mandarin
Drilling Corporation, a company organised and existing under the laws of the
Marshall Islands, having its registered office at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Construction Supervision
Agreement” means the agreement by and between the Company and the Buyer
to perform construction management services for the Vessel.

    


    “Encumbrance” means any
preemptive right, encumbrance, lien, including any maritime lien, mortgage, deed
of trust, pledge, assignment, security interest, charge, preference,
participation interest, priority or security agreement.

    


    “Loan Agreement” means the loan
agreement between the Seller and the Buyer whereby the Seller will make
available to the Buyer within ten (10) days after the consummation of this
Agreement the sum of US$20,000,000 on the terms set out in the loan agreement,
including, inter-alia, interest at eight percent (8%) per annum.

    


    “Management Agreement” means
the management agreement by and between the Company and the Buyer for the
marketing and operational management of the Vessel.

    


    “New Warrants” means the
warrants to purchase ordinary shares, par value $.001 per share, of Vantage
Drilling Company to be issued to Seller at Closing substantially in the form
attached as Exhibit A hereto.

    


    “Option Agreement” means the
option agreement to purchase one deepwater drillship (hull no. 3602) by and
between Valencia Drilling Corporation and the Buyer.

    


    “Original Warrants” means the
warrants issued by Vantage Drilling Company to the Seller on June 12, 2008
evidenced by the warrant certificate number VTG-WS 0008 at an exercise price of
US$6.00 per share.

    


    “Sale Shares” means an
aggregate of 4,500 shares in the name of the Seller of US$1 par value each in
the Company, all of which have been fully paid.

    


    “Shareholders’ Agreement” means
the agreement between the Buyer and the Seller governing their shareholdings in
the Company.

    


    “Termination Agreement” means
the agreement between the Company and OGIL to terminate the Purchase Agreement
with immediate effect.

    


    
      	
              1.2

            	
              Clause
      headings are inserted for convenience of reference only and shall be
      ignored in the interpretation of this
Agreement.

            


    

    


    
      	
              1.3

            	
              In
      this Agreement, unless the context otherwise requires, references to
      clauses are to be construed as references to clauses of this
      Agreement.

            


    

    


    
      	
              2

            	
              AGREEMENT TO SALE AND
      PURCHASE

            


    

    


    On the
terms of this agreement the Seller agrees to sell and the Buyer agrees to
purchase with effect from Closing all of the Sale Shares with full title
guarantee, free of any Encumbrances and together with all rights that attach (or
may in the future attach) to them.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              3

            	
              CONSIDERATION

            


    

    


    
      	
              3.1

            	
              The
      consideration for the Sale Shares is as
follows:

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              the
      payment of US$40,000,000, payment of which has already been made by the
      Buyer to the Company pursuant to the Purchase Agreement, and receipt of
      which is hereby acknowledged;

            


    

    


    
      	
               
      

            	
              3.1.2

            	
              the
      payment of an aggregate of US$149,750,000 in tranches by or on behalf of
      the Buyer to TMT Co. Ltd; and

            


    

    


    
      	
               
      

            	
              3.1.3

            	
              the
      issue of an aggregate of 1,983,471 New Warrants in tranches to the Seller
      in the form attached as Exhibit A
hereto.

            


    

    


    
      	
              3.2

            	
              Seller
      shall:

            


    

    


    
      	
               
      

            	
              3.2.1

            	
              Exercise
      the Original Warrants to acquire 25,000,000 ordinary shares, par value
      $.001 per share, of Vantage Drilling Company, which shall rank pari passu
      in all respects with the existing ordinary shares of Vantage Drilling
      Company (the “Original Warrant
Shares”).

            


    

    


    
      	
               
      

            	
              3.2.2

            	
              Seller
      shall be entitled to registration rights for the Original Warrant Shares,
      the New Warrants and for the ordinary shares, par value $.001 per share,
      of Vantage Drilling Company, underlying the New
  Warrants.

            


    

    


    
      	
              4

            	
              CLOSING

            


    

    


    
      	
              4.1

            	
              On
      the initial Closing Date and each subsequent Closing Date, the following
      shall have taken place:

            


    

    


    
      	
               
      

            	
              4.1.1

            	
              the
      Seller shall deliver to the Buyer:

            


    

    


    
      
        	
              	
                4.1.1.1

              	
                an
      original certificate for at least 630 of the Sale Shares;
    and

              


      

    

    


    
      
        	
              	
                4.1.1.2

              	
                a
      transfer instrument in respect of such Sale Shares, duly signed for the
      Seller in favour of the
Buyer;

              


      

    

    


    
      	
               
      

            	
              4.1.2

            	
              the
      Seller shall procure that any appropriate resolutions of the Board of
      Directors of the Company and/or the shareholders of the Company as may be
      necessary to give effect to the provisions of this Agreement are
      passed.

            


    

    


    
      	
               
      

            	
              4.1.3

            	
              the
      Buyer shall deliver to the
Seller:

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      
        	
              	
                4.1.3.1

              	
                a
      warrant instrument in respect of the New Warrants duly executed by the
      Buyer in the form attached at Exhibit A for at least 277,686 New Warrants;
      and

              


      

    

    


    
      
        	
              	
                4.1.3.2

              	
                the
      payment of at least USD$20,965,000 to TMT Co Ltd. by wire transfer to an
      account designated by TMT Co Ltd. at least two business days prior to such
      Closing Date.

              


      

    

    


    
      	
               
      

            	
              4.1.4

            	
              the
      Seller and the Buyer shall (or shall procure that the relevant parties)
      enter into:

            


    

    


    
      
        	
              	
                4.1.4.1

              	
                the
      Shareholders’ Agreement;

              


      

    

    


    
      
        	
              	
                4.1.4.2

              	
                the
      Loan Agreement;

              


      

    

    


    
      
        	
              	
                4.1.4.3

              	
                the
      Termination Agreement;

              


      

    

    


    
      
        	
              	
                4.1.4.4

              	
                the
      Management Agreement;

              


      

    

    


    
      
        	
              	
                4.1.4.5

              	
                the
      Construction Supervision
Agreement;

              


      

    

    


    
      
        	
              	
                4.1.4.6

              	
                the
      Option Agreement; and

              


      

    

    


    
      
        	
              	
                4.1.4.7

              	
                the
      Registration Rights
Agreement.

              


      

    

    


    
      	
               
      

            	
              4.1.5

            	
              Buyer
      shall procure that any appropriate resolutions of the Board of Directors,
      or any committee of the Board of Directors, of the Company as may be
      necessary to give effect to the provisions of this Agreement are
      passed.

            


    

    


    
      	
              5

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

    


    
      	
              5.1

            	
              Each
      of the Buyer and the Seller represents to the other
  that:

            


    

    


    
      	
               
      

            	
              5.1.1

            	
              it
      is duly incorporated and presently validly
  existing;

            


    

    


    
      	
               
      

            	
              5.1.2

            	
              this
      Agreement is duly executed by them and is valid, binding and enforceable
      against them.

            


    

    


    
      	
              5.2

            	
              The
      Seller also represents and warrants to the Buyer that the Company has (a)
      had no operations other than those related to the Shipbuilding Contract,
      (b) no assets other than the Shipbuilding Contract pursuant to which the
      Seller has paid various sums to the Builder to the date of this Agreement
      and (c) no liabilities or obligations other than the Shipbuilding
      Contract.

            


    

    


    
      	
              5.3

            	
              The
      Seller represents to the Buyer that the authorized capital of the Company
      consists of 10,000 ordinary shares, par value USD $1.00 per share, of
      which 10,000 shares are issued.  The Seller is and will be on
      each Closing Date the owner of record and beneficial owner and holder of
      the Sale Shares delivered on such Closing Date, free and clear of all
      Encumbrances.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              5.4

            	
              The
      Buyer warrants and represents to the Seller that it has obtained all the
      necessary corporate authorisations and has all the necessary powers and
      authority to issue the Original Warrant Shares and to enter into the
      agreements contemplated hereby and that the issue of the Original Warrant
      Shares to the Seller will not breach any terms of the memorandum and
      articles of association of Vantage Drilling Company, the Companies Law of
      the Cayman Islands or any legislation or regulations governing the
      American Stock Exchange.

            


    

    


    
      	
              5.5

            	
              All
      warranties, conditions and other terms implied by statute or common law
      are, to the fullest extent permitted by law, excluded from this
      Agreement.

            


    

    


    
      	
              6

            	
              ADDITIONAL
      AGREEMENTS

            


    

    


    
      	
              6.1

            	
              Seller
      agrees to exercise the Original Warrants in full within sixty days from
      the date hereof.  The Seller agrees further to exercise the
      Original Warrants in increments of at least 3,500,000 ordinary shares
      (each an “Exercise”).

            


    

    


    
      	
              6.2

            	
              Buyer
      agrees that within seven business days of receipt of the proceeds from
      each Exercise to purchase at least 630 Sale
  Shares.

            


    

    


    
      	
              7

            	
              CONDITIONS TO
      CLOSING

            


    

    


    
      	
              7.1

            	
              The
      Buyer’s obligation to purchase the Sale Shares at each Closing is subject
      to the fulfillment of or written waiver by Buyer prior to such Closing of
      each of the following conditions:

            


    

    


    
      	
               
      

            	
              7.1.1

            	
              The
      representations and warranties of the Seller contained in Section 5 shall
      be true on and as of each Closing with the same effect as though such
      representations and warranties had been made on and as of the date of such
      Closing.

            


    

    


    
      	
               
      

            	
              7.1.2

            	
              All
      covenants, agreements and conditions contained in this Agreement to be
      performed by Seller on or prior to such Closing shall have been performed
      or complied with in all material
respects.

            


    

    


    
      	
               
      

            	
              7.1.3

            	
              The
      Seller shall have delivered on the Closing a certificate signed by an
      officer of the Seller certifying that the conditions specified in Section
      7.1.1 and 7.1.2 have been
fulfilled.

            


    

    


    
      	
               
      

            	
              7.1.4

            	
              The
      Buyer shall have received proceeds from the Seller for the exercise of the
      Original Warrants of at least USD
$21,000,000.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              7.1.5

            	
              The
      Buyer shall have received the certificates for such Sale Shares as
      provided for under Section 4.1.1.

            


    

    


    
      	
               
      

            	
              7.1.6

            	
              The
      Seller shall have executed and delivered the agreements set forth in
      Section 4.1.4 on the initial Closing
Date.

            


    

    


    
      	
              7.2

            	
              The
      Seller’s obligation to sell the Sale Shares at each Closing is subject to
      fulfillment of or written waiver by Seller prior to such Closing of each
      of the following conditions:

            


    

    


    
      	
               
      

            	
              7.2.1

            	
              The
      representations and warranties of the Buyer contained in Section 5 shall
      be true on and as of each Closing with the same effect as though such
      representations and warranties had been made on and as of the date of such
      Closing.

            


    

    


    
      	
               
      

            	
              7.2.2

            	
              All
      covenants, agreements and conditions contained in this Agreement to be
      performed by Buyer on or prior to such closing shall have been performed
      or complied with in all material
respects.

            


    

    


    
      	
               
      

            	
              7.2.3

            	
              The
      Buyer shall have delivered on the Closing a certificate signed by an
      officer of the Buyer certifying that the conditions specified in Section
      7.2.1 and 7.2.2 have been
fulfilled.

            


    

    


    
      	
               
      

            	
              7.2.4

            	
              The
      Buyer shall have delivered the purchase price for such Sale Shares as
      provided for under Section 4.1.3.

            


    

    


    
      	
               
      

            	
              7.2.5

            	
              The
      Buyer shall have executed and delivered the agreements set forth in
      Section 4.1.4 on the Initial Closing
Date.

            


    

    


    
      	
              8

            	
              GENERAL
      INDEMNITY

            


    

    


    Each
party (for the purposes of this clause), the “indemnifying Party” hereby agrees
to pay promptly or, as the case may be, hold the other party (the “indemnified
Party,” which expression shall include, its affiliates, and its or their
respective directors, officers, employees and stockholders), harmless (on a full
indemnity basis) and keep the indemnified Party or indemnified Parties
indemnified against any liability, loss, charge, claim, demand, action,
proceeding, damage, judgment, order or other sanction, enforcement, penalty,
fine, fee, commission, interest, encumbrance, cost and expense of whatsoever
nature which arises or is suffered or incurred by or imposed on the indemnified
Party (each a “Liability”) that arises from (i) any breach of any representation
or warranty given, made or repeated by an indemnifying Party or in any
certificate or other document given or issued pursuant hereto, and (ii) any
breach of any covenant or undertaking made or given by an indemnifying Party in
this Agreement.  Provided that the indemnifying Party shall not have
any liability under this Clause unless the aggregate amount of the Liabilities
for which the indemnifying Party would be liable under this Clause is greater
than $100,000.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              9

            	
              POST-CLOSING
      MATTERS

            


    

    


    
      	
              9.1

            	
              Following
      Closing, the Buyer unconditionally and irrevocably undertakes to the
      Seller that:

            


    

    


    
      	
               
      

            	
              9.1.1

            	
              It
      will use its reasonable endeavours to obtain additional sources of funding
      for general corporate and business purposes through
  either:

            


    

    


    
      
        	
              	
                9.1.1.1

              	
                third
      party investors; and/or

              


      

    

    


    
      
        	
              	
                9.1.1.2

              	
                existing
      shareholders of the Buyer;
and/or

              


      

    

    


    
      
        	
              	
                9.1.1.3

              	
                the
      sale of one or more of the Buyer’s jack up
rigs;

              


      

    

    


    in order
to promote value in its business and its shares and in order to maintain the
value in the Original Warrant Shares and any other shares in the capital of the
Buyer that have been or will be in the future issued to the Seller;
and

    


    
      	
               
      

            	
              9.1.2

            	
              in
      the event that the Buyer wishes to issue any further shares in its capital
      to any third party other than pursuant to a registered offering, it shall
      give no less than seven days prior written notice to the Seller stating
      the number of shares to be issued and the price of the
      shares.  The Seller shall have the option to subscribe for, at
      the price stated in the notice, that proportion of the shares proposed to
      be issued which the number of shares held by the Seller in the capital of
      the Buyer bears to the total number of shares in the Buyer in issue at the
      time the Buyer gives its notice to the Seller.  The Seller may
      exercise the option by giving notice to the Buyer, at any time within
      seven days following the Buyer’s notice, accompanied by a banker’s draft
      made payable to the Buyer in respect of full payment for the shares to be
      subscribed for;

            


    

    


    
      	
               
      

            	
              9.1.3

            	
              it
      shall procure that the directors of the Buyer use their powers under the
      Buyer’s memorandum and articles of association to appoint one (1)
      representative from the Seller as an additional director of Vantage
      Drilling Company with effect as of the initial Closing
    Date.

            


    

    


    
      	
              10

            	
              NOTICES

            


    

    


    
      	
              10.1

            	
              Any
      and all notices to be given under the terms of this Agreement shall be
      given in writing and shall be delivered personally or by facsimile or
      first class post to the following
addresses:

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      
        	
              	
                10.1.1

              	
                To
      the Seller:

              


      

    

    


    F3
Capital

    c/o
Campbell Corporate Services Limited

    Scotia
Centre,

    PO Box
268,

    Grand
Cayman

    KY1-1104,

    Cayman
Islands

    Fax:
(345) 949 8613

    


    with a
copy to:

    


    Ince
& Co

    International
House

    1 St
Katherine’s Way

    London
E1W 1AY

    


    Fax: +44
20 7481 4968

    Ref:
WJM/8643

    


    
      
        	
              	
                10.1.2

              	
                To
      the Buyer:

              


      

    

    


    Vantage
Deepwater Company

    c/o
Vantage Drilling Company

    777 Post
Oak Blvd., Suite 610

    Houston,
Texas 77056

    Fax:
(281) 404 4749

    


    
      	
              10.2

            	
              Notice
      shall be effective, in the case of a letter, on delivery, and in the case
      of a facsimile, on receipt by the sender of a confirmed transmission
      report.

            


    

    


    
      	
              11

            	
              COUNTERPARTS

            


    

    


    This
Agreement may be executed in any number of counterparts each of which, when so
executed, shall be deemed to be an original but such counterparts shall together
constitute but one and the same instrument.

    


    
      	
              12

            	
              THIRD PARTY
      RIGHTS

            


    

    


    A person
who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this
Agreement.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              13

            	
              FEES AND
      COSTS

            


    

    


    Each
Party shall be responsible for its own fees and expenses in relation to the
preparation, execution and completion of this Agreement.

    


    
      	
              14

            	
              FURTHER
      ASSURANCE

            


    

    


    The
Parties agree to do all such things as may be necessary or advantageous in order
to give full effect to the terms and scope and purpose of this
Agreement.

    


    
      	
              15

            	
              CONFIDENTIALITY

            


    

    


    
      	
              15.1

            	
              The
      Parties agree to treat as confidential all documents and other information
      which they may obtain in connection with this Agreement unless disclosure
      of such information is expressly permitted by prior agreement of the other
      party, required by law, or is made in connection with a request from, or
      other disclosure to a regulatory authority or governmental agency or
      authority, including the U.S. Department of Justice or the U.S. Securities
      and Exchange Commission.

            


    

    


    
      	
              15.2

            	
              The
      Parties shall not make any press releases without the prior approval of
      the other parties except as may be required by
  law.

            


    

    


    
      	
              16

            	
              MISCELLANEOUS

            


    

    


    
      	
              16.1

            	
              This
      Agreement shall be governed by and construed in accordance with English
      law.

            


    

    


    
      	
              16.2

            	
              The
      Parties irrevocably agree that the courts of England in London have
      exclusive jurisdiction to settle any disputes or other matters whatsoever
      arising under or in connection with this Agreement (including a dispute
      relating to non-contractual obligations arising in connection with this
      Agreement) and any disputes or other such matters arising in connection
      with the negotiation, validity or enforceability of this Agreement or any
      part thereof, and the Parties accordingly irrevocably and unconditionally
      submit to the jurisdiction of such
courts.

            


    

    


    
      	
              16.3

            	
              Each
      Party irrevocably consents to the service of process relating to any
      proceedings before the English courts in connection with this Agreement by
      mailing or delivering a copy of the process to its address for the time
      being applying under clause 10.1.

            


    

    


    
      	
              16.4

            	
              The
      agreements contained in this clause 16 shall be severable from the rest of
      this Agreement and shall remain valid, binding and in full force and shall
      continue to apply notwithstanding this Agreement or any part thereof being
      held to be avoided, rescinded, terminated, discharged, frustrated,
      invalid, unenforceable, illegal and/or otherwise of no effect for any
      reason.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    EXECUTION
PAGE

    


     

     

    IN
WITNESS WHEREOF this Agreement has been signed on the day and year first above
written.

    


    


    


    
      
        
          	
                  SIGNED
      and DELIVERED

                	
                  )

                	 
      	 
      
	
                  as
      a DEED

                	
                  )

                	 
      	 
      
	
                  by

                	
                  )

                	/s/
      Hsin Chi Su	 
      
	
                  for
      and on behalf of

                	
                  )

                	
                  Hsin
      Chi Su

                	 
      
	
                  F3
      CAPITAL

                	
                  )

                	President	 
      
	 
      	
                  )

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  SIGNED
      and DELIVERED

                	
                  )

                	 
      	 
      
	
                  as
      a
    DEED

                	
                  )

                	 
      	 
      
	
                  by

                	
                  )

                	/s/
      Paul A. Bragg	 
      
	
                  for
      and on behalf of

                	
                  )

                	
                  Paul
      A. Bragg

                	 
      
	
                  VANTAGE
      DEEPWATER COMPANY

                	
                  )

                	Chief
      Executive Officer	 
      
	 
      	
                  )

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  ACKNOWLEDGED
      AND AGREED TO

                	
                  )

                	 
      	 
      
	
                  by

                	
                  )

                	 
      	 
      
	
                  VANTAGE
      DRILLING COMPANY

                	
                  )

                	/s/
      Paul A. Bragg	 
      
	 
      	
                  )

                	
                  Paul
      A. Bragg

                	 
      
	 	 	Chief
      Executive Officer	 


        

      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. WARRANTHOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.

    


    SHARE
PURCHASE WARRANT

    To
Purchase Ordinary Shares of VANTAGE DRILLING COMPANY

    


    For value
received, Vantage Drilling Company, a Cayman Islands exempted company (the
“Company”) hereby grants to F3 Capital, (the “Warrantholder,” or “Holder”), and
its assigns, the right, upon the terms and subject to the conditions hereinafter
set forth, at any time during the period commencing on ____________ ____, 2008
and ending at 5:00 p.m. Houston, Texas time on ___________ ___, 20___ (the
“Expiration Date”), to subscribe for and purchase from the Company up to
_______________________ (_________) fully paid and nonassessable ordinary shares
of the Company (“Warrant Shares”) at an exercise price per share of $2.50 (the
“Exercise Price”). The exercise price and the number of shares for which the
Warrant is exercisable shall be subject to adjustments as provided
herein.  The Warrants are delivered pursuant that certain Share Sale
and Purchase Agreement by and among the Company dated November 18,
2008.

    


    1.              Title of Warrant.  Prior to the
expiration hereof and subject to compliance with applicable laws, this Warrant
and all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company referred to in Section 2(c) below, by the registered
holder hereof (the “Holder”) in person or by duly authorized attorney, upon
surrender of this Warrant and the Assignment Form attached hereto properly
endorsed.


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    2.              Exercise of
Warrant.

    


    (a)           
The purchase rights represented by this Warrant are exercisable, by the Holder,
in whole or in part, in accordance with Section 2(b), at any time before the
Expiration Date.

    


    (b)           
This Warrant shall be exercised, in whole or in part, by the surrender of this
Warrant and the Notice of Exercise attached hereto duly executed at the office
of the Company (or such other office or agency of the Company as it may
designate in writing to the Holder at the address of the Holder appearing on the
books of the Company), and upon payment of the Exercise Price of the shares
thereby purchased (by cash, check, or cancellation of indebtedness of the
Company to the Holder, if any, at the time of exercise in an amount equal to the
purchase price of the shares thereby purchased); whereupon the Holder shall be
entitled to receive a certificate for the number of Warrant shares so purchased.
The Company agrees that upon due exercise of this Warrant by the Holder, the
shares so purchased shall be and be deemed to be issued to the Holder as the
record owner of such shares as of the close of business on the date on which
this Warrant is exercised.

    


    (c)           
In lieu of the cash payment set forth in Section 2(a) above, the Holder shall
have the right (“Conversion Right”) to convert this Warrant in its entirety
(without payment of any kind) into that number of Warrant shares equal to the
quotient obtained by dividing the Net Value (as defined below) of the Warrant
Shares underlying this Warrant by the Fair Market Value (as defined below) of
one Warrant Share. As used herein, (A) the Net Value means the aggregate Fair
Market Value of the Warrant shares subject to this Warrant minus the aggregate
exercise price; and (B) the Fair Market Value of one Warrant share
means:

    


    (i)            
in respect of any Warrant share on any date herein specified, the closing price
per share of the ordinary shares, par value $.001 per share, of the Company (the
“Ordinary Shares”) on such date. If the Ordinary Shares are listed or admitted
to trading on a national securities exchange, the closing price shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the American Stock Exchange or,
if the Ordinary Shares are not listed or admitted to trading on the American
Stock Exchange, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which the Ordinary Shares are listed or admitted to trading. If the
Ordinary Shares are not listed or admitted to trading on any national securities
exchange, the Fair Market Value;


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    (ii)           
if the exercise is in connection with a merger, acquisition or other
consolidation pursuant to which the Company is not the surviving party, the Fair
Market Value of one ordinary share shall be deemed to be the value received by
the holders of the Company’s ordinary share pursuant to such Merger Transaction;
and

    


    (iii)          
shall be as determined in good faith by the Company’s Board of
Directors.

    


    (d)           
Certificates for shares purchased hereunder shall be delivered to the Holder
within a reasonable period of time after the date on which this Warrant is
exercised.

    


    (e)           
The Company covenants that all ordinary shares which may be issued upon the
exercise of this Warrant will be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

    


    3.             
No Fractional Shares or
Scrip.  No fractional
shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. With respect to any fraction of a share called for upon the
exercise of this Warrant, an amount equal to such fraction multiplied by the
current Fair Market Value at which each share may be purchased hereunder shall
be paid in cash to the Holder.

    


    4.             
Charges, Taxes and
Expenses.  Issuance of
certificates for Warrant Shares upon the exercise of this Warrant shall be made
without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in
the name of the Holder or in such name or names as may be directed by the
Holder; provided however that in the event certificates for Warrant Shares are
to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder; and provided further that upon any transfer
involved in the issuance or delivery of any certificates for Warrant Shares, the
Company may require reimbursement for any transfer tax.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    5.             
Rights as
Stockholders.  This Warrant
does not entitle the Holder to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof.

    


    6.             
Exchange and Registry of
Warrant.  This Warrant is
exchangeable, upon the surrender hereof by the Holder at the above-mentioned
office or agency of the Company, for a new Warrant of like tenor and dated as of
such exchange. The Company shall maintain at such office or agency a registry
showing the name and address of the Holder. This Warrant may be surrendered for
exchange, transfer or exercise, in accordance with its terms, at such office or
agency of the Company, and the Company shall be entitled to rely in all
respects, prior to written notice to the contrary, upon such
registry.

    


    7.             
Loss, Theft, Destruction or
Mutilation of Warrant.  Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of such Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant provided, that in the case of mutilation, no indemnity
shall be required if this Warrant in identifiable form is surrendered to the
Company for cancellation.

    


    8.             
Saturdays, Sundays, Holidays,
etc.  If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday or a Sunday or shall be a legal
holiday, then such action may be taken or such right may be exercised on the
next succeeding day not a legal holiday.

    


    9.             
Adjustment and
Termination.

    


    (a)           
Stock
Dividends-Split-Ups.  If, after the date hereof, and subject to
the provisions of Section 9(f) below, the number of outstanding Shares is
increased by a stock dividend payable in Ordinary shares, or by a split-up of
Ordinary shares, or other similar event, then, on the effective date of such
stock dividend, split-up or similar e vent, the number of Ordinary shares
issuable on exercise of this Warrant shall be increased in proportion to such
increase in outstanding Ordinary shares.

    


    (b)           
Extraordinary
Dividends.  If the Company, at any time, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of
Ordinary shares, other than (i) as described in Sections 9(a), 9(c) or 9(e) or
(ii) regular quarterly or other periodic dividends or (any such non-excluded
event being referred to herein as an “Extraordinary Dividend”), then the
Exercise Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and/or fair market
value (as determined by the Company’s Board of Directors, in good faith) of any
securities or other assets paid on each Ordinary Share in respect of such
Extraordinary Dividend.


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    (c)           
Aggregation of
Shares.  If, after the date hereof the number of outstanding
Ordinary Shares is decreased by a consolidation, combination, reverse stock
split or reclassification of Ordinary shares or other similar event, then, on
the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of Ordinary shares issuable on
exercise of this Warrant shall be decreased in proportion to such decrease in
outstanding Ordinary Shares.

    


    (d)           
Adjustments in Exercise
Price.  Whenever the number of shares that may be issued upon
the exercise of this Warrant is adjusted, as provided in Section 9(a), 9(b) and
9(c) above, the Exercise Price shall be adjusted (to the nearest cent) by
multiplying such Exercise price, immediately prior to such adjustment, by a
fraction, (i) the numerator of which shall be the number of Ordinary shares that
may be issued upon the exercise of this Warrant immediately prior to such
adjustment, and (ii) the denominator of which shall be the number of Ordinary
shares that may be issued immediately thereafter.

    


    (e)           
Replacement of Securities upon
Reorganization, etc.  In case of any reclassification or
reorganization of the outstanding Ordinary Shares (other than a change covered
by Section 9(a), 9(b) and 9(c) hereof), or, in the case of any merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the
outstanding Ordinary Shares, or, in the case of any sale or conveyance to
another corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety, in connection with which the
Company is dissolved, the holder shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the Ordinary Shares of the Company immediately
theretofore receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that
the Holder would have received if the Holder had exercised his, her or its
Warrant immediately prior to such event; and if any reclassification also
results in a change in Ordinary shares covered by Sections 9(a), 9(b) or 9(c),
then such adjustment shall be made pursuant to Sections 9(a), 9(b), 9(c), 9(d)
and this Section 9(e).  The provisions of this Section 9(e) shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    (f)            
Notice of
Adjustment.  Upon any adjustment of the securities issuable
upon exercise of this Warrant the Exercise Price for the shares, and/or any
increase or decrease in the number of shares purchasable upon the exercise of
this Warrant, the Company shall give written notice thereof, by first class
mail, postage prepaid, addressed to the Holder at the address of the Holder as
shown on the books of the Company. The notice of adjustment shall be accompanied
by a certificate of the Chief Financial Officer setting forth the number of
Warrant Shares purchasable upon exercise of the Warrant, the exercise price
after such adjustment, a brief statement of facts regarding the adjustment and
the computation by which such adjustment was made.

    


    10.           
Authorized
Shares.  The Company
warrants that its authorized share capital will be sufficient to permit the
issuance of the relevant number of Ordinary Shares immediately following
exercise in full of this Warrant.

    


    11.           
Restrictions on
Transferability

    


     The
Warrant Shares shall not be transferred, hypothecated or assigned before
satisfaction of the conditions specified in this Section 11, which conditions
are intended to ensure compliance with the provisions of the Securities Act of
1933, as amended (the “Securities Act”) with respect to the Transfer of any
Warrant Shares. Holder, by acceptance of this Warrant, agrees to be bound by the
provisions of this Section 11.

    


    (a)           
Restrictive Legend.
Except as otherwise provided in this Section 11, each Warrant and each
certificate for Warrant Shares initially issued upon the exercise of this
Warrant, and each certificate for Warrant Shares issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with
a legend in substantially the following form:

    


    With
respect to any Warrant:

    


    “This
Warrant has not been registered under the Securities Act of 1933, as amended,
and may not be transferred in violation of such Act, the rules and regulations
thereunder or the provisions hereof.”

    


    With
respect to each certificate for Warrant Stock:

    


    “The
securities represented by this Certificate have not been registered under the
Securities Act of 1933, as amended, and may not be transferred in violation of
such Act, the rules and regulations thereunder or the provisions of that certain
Warrant executed November ____, 2008, a copy of which is on file at the
principal office of Vantage Drilling Company.”


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    (b)           
Notice of Proposed
Transfer. Prior to any Transfer or attempted Transfer of the Warrant, in
whole or in part, or any Warrant Shares issued under the Warrant Shares, the
holder of such Warrant Shares shall give four Business Days’ prior written
notice (a “Transfer Notice”) to the Company of such holder’s intention to effect
such Transfer, describing the manner and circumstances of the proposed Transfer,
and, in the event of any proposed Transfer pursuant to Rule 144, obtain from
counsel to such holder who shall be reasonably satisfactory to the Company, an
opinion that the proposed Transfer of such Warrant or Warrant Shares, as the
case may be, may be effected without registration under the Securities Act. In
the case of a proposed Transfer pursuant to Rule 144, after receipt of the
Transfer Notice and opinion, the Company shall promptly (but in any event within
five Business Days) notify the holder of such Warrant, or Warrant Shares, as the
case may be, as to whether such opinion is reasonably satisfactory and, if so,
such holder shall thereupon be entitled to Transfer such Warrant or Warrant
Shares in accordance with the terms of the Transfer Notice. Each Warrant and
each certificate, if any, evidencing such Warrant shares issued upon such
Transfer (other than, for the avoidance of doubt, a transfer pursuant to an
effective registration statement under the Securities Act) shall bear the
restrictive legend set forth in Section 11(a), unless in the opinion of such
counsel such legend is not required in order to ensure compliance with the
Securities Act. The holder of the Warrant Shares giving the Transfer Notice
shall not be entitled to Transfer such Warrant or Warrant Shares (other than any
transfer pursuant to an effective registration statement under the Securities
Act) until receipt of notice from the Company under this Section 11(b) that such
opinion is reasonably satisfactory.

    


    12.           
Miscellaneous.

    


    (a)            Issue Date.  The
provisions of this Warrant shall be construed and shall be given effect in all
respect as if it had been issued and delivered by the Company on the date
hereof. This Warrant shall be binding upon any successors or assigns of the
Company. This Warrant shall constitute a contract under the laws of the State of
Texas and for all purposes shall be construed in accordance with and governed by
the laws of said state.

    


    (b)           
Restrictions on
Transfer.  Neither this Warrant nor any of the rights of Holder
hereunder shall be transferable or assignable in any manner, other than
transfers to wholly-owned affiliates of Holder.


    
      
         


      

      
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    (c)           
Modification and
Waiver.  This Warrant and any provisions hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.

    


    (d)           
Notices.  All
notices, reports and other communications required or permitted hereunder shall
be in writing and may be delivered in person, by telecopy with written
confirmation, overnight delivery service or U.S. mail, in which event it may be
mailed by first-class, certified or registered, postage prepaid, addressed to
the Holder at its address as shown on the books of the Company or to the Company
at 777 Post Oak Boulevard, Suite 610, Houston, Texas 77056, Attention: General
Counsel.  Each such notice, report or other communication shall for
all purposes under this Warrant be treated as effective or having been given
when delivered if delivered personally or, if sent by mail, at the earlier of
its receipt or 72 hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid, or, if sent by telecopier with written confirmation, at the
earlier of (i) 24 hours after confirmation of transmission by the sending
telecopier machine or (ii) delivery of written confirmation.

    


    Dated as
of November ____, 2008

    


    VANTAGE
DRILLING COMPANY

    


    


    
      
        	
                By:

              	 
      	 
      
	
                Name:
      

              	 
      	 
      
	
                Title:

              	 
      	 
      


      

    


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

    


    (To
assign the foregoing Warrant, execute

    this form
and supply the required information.

    Do not
use this form to purchase shares.)

    


    FOR VALUE
RECEIVED, the undersigned hereby, sells, assigns and transfers
unto:

    


    
      
        
          
            	 
      	 
      	 
      
	
                    whose
      address is

                  	 
      	 
      
	 
      	
                    (Please
      Print)

                  	 
      


          

        

      

    

    


    
      
        
          	
                  and
      whose Social Security or other Taxpayer Identification Number
      is:

                	 
      


        

      

    

    


    the
foregoing Warrant and all rights thereunder, hereby constituting and appointing
_____________________________________ to
transfer said Warrant on the books of the Company, will full power of
substitution in the premises.

    


    Dated:
_______________________, 20____.

    


    
      
        
          
            
              	 
      	
                      Holder’s Signature:

                    	 
      	 
      
	 
      	
                      Holder’s Name:

                    	 
      	 
      
	 
      	
                      (Please
      Print)

                    	 
      
	 
      	
                      Holder’s Address:

                    	 
      	 
      
	 
      	
                      (Please
      Print)

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      Signature Guaranteed: 
      

                    	 
      	 
      


            

          

        

      

    

    


    


    NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatever, and must be guaranteed by a bank or trust company or by a member of
the National Association of Securities Dealers, Inc. Officers of corporations
and those acting in a fiduciary or other representative capacity should file
proper evidence of authority to assign the foregoing Warrant.


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    


    NOTICE
OF EXERCISE

    


    
      	
              To:

            	
              Vantage
      Drilling Company

            


    

    777 Post
Oak Boulevard, Suite 610

    Houston,
TX 77056

    


    (1)           The
undersigned hereby elects to purchase ___________________________ Ordinary shares (the
“Shares”) of Vantage Drilling Company pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price in full, together
with all applicable transfer taxes, if any.

    


    (2)           Please
issue a certificate or certificates representing the Shares in the name of the
undersigned or in such other name as is specified below:

    


    


    
      
        
          
            	 
      	 
      	 
      
	 
      	
                    (Print
      Name)

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    (Print
      Address)

                  	 
      


          

        

      

    

    


    


    (3)           The
undersigned confirms that the Shares are being acquired for the account of the
undersigned for investment only and not with a view to, or for resale in
connection with, the distribution thereof and that the undersigned has no
present intention of distributing or selling the Shares.

    


    
      
        
          
            	
                    (Date)

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    (Signature)

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    (Print
      Name)

                  	 
      


          

        

      

    

     

     

    A-10